Execution


    
      

      

    

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION,

    Depositor

     

     

    NC
      CAPITAL CORPORATION,

    Mortgage
      Loan Seller,

     

     

    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and Securities Administrator 

     

     

    JPMORGAN
      CHASE BANK, NATIONAL ASSOCIATION,

    Servicer

     

     

    and

     

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      and Custodian

     

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of February 1, 2006

     

     

    HSI
      ASSET
      SECURITIZATION CORPORATION TRUST 2006-NC1

     

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES 2006-NC1

     

     

    
      

      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

     

    
      

        
          	 	 	
                  Page

                
	 
	
                  ARTICLE
                    I

                
	 
	
                  DEFINITIONS

                
	 
	
                  ARTICLE
                    II

                
	 
	
                  CONVEYANCE
                    OF MORTGAGE LOANS;

                
	
                  REPRESENTATIONS
                    AND WARRANTIES

                
	 	 	 
	
                  Section
                    2.01

                	
                  Conveyance
                    of Mortgage Loans

                	
                  46

                
	
                  Section
                    2.02

                	
                  Acceptance
                    by the Custodian of the Mortgage Loans

                	
                  50

                
	
                  Section
                    2.03

                	
                  Representations,
                    Warranties and Covenants of the Mortgage Loan Seller and the
                    Servicer;
                    Remedies for Breaches of Representations and Warranties with
                    Respect to
                    the Mortgage Loans

                	
                  51

                
	
                  Section
                    2.04

                	
                  Execution
                    and Delivery of Certificates

                	
                  55

                
	
                  Section
                    2.05

                	
                  REMIC
                    Matters

                	
                  55

                
	
                  Section
                    2.06

                	
                  Representations
                    and Warranties of the Depositor

                	
                  55

                
	 
	
                  ARTICLE
                    III

                
	 
	
                  ADMINISTRATION
                    AND SERVICING

                
	
                  OF
                    MORTGAGE LOANS

                
	 	 	 
	
                  Section
                    3.01

                	
                  Servicer
                    to Service Mortgage Loans

                	
                  56

                
	
                  Section
                    3.02

                	
                  Subservicing
                    Agreements between Servicer and Subservicers; Use of
                    Subcontractors

                	
                  58

                
	
                  Section
                    3.03

                	
                  Successor
                    Subservicers

                	
                  60

                
	
                  Section
                    3.04

                	
                  Liability
                    of the Servicer

                	
                  60

                
	
                  Section
                    3.05

                	
                  No
                    Contractual Relationship between Subservicers and the Master
                    Servicer

                	
                  61

                
	
                  Section
                    3.06

                	
                  Assumption
                    or Termination of Subservicing Agreements by Master
                    Servicer

                	
                  61

                
	
                  Section
                    3.07

                	
                  Collection
                    of Certain Mortgage Loan Payments

                	
                  61

                
	
                  Section
                    3.08

                	
                  Subservicing
                    Accounts

                	
                  64

                
	
                  Section
                    3.09

                	
                  Collection
                    of Taxes, Assessments and Similar Items; Escrow Accounts

                	
                  65

                
	
                  Section
                    3.10

                	
                  Collection
                    Account

                	
                  66

                
	
                  Section
                    3.11

                	
                  Withdrawals
                    from the Collection Account

                	
                  67

                
	
                  Section
                    3.12

                	
                  Investment
                    of Funds in the Collection Account, Escrow Accounts and the Distribution
                    Account

                	
                  68

                


        

         

         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    3.13

                	
                  Maintenance
                    of Hazard Insurance and Errors and Omissions and Fidelity
                    Coverage

                	
                  70

                
	
                  Section
                    3.14

                	
                  Enforcement
                    of Due-On-Sale Clauses; Assumption Agreements

                	
                  71

                
	
                  Section
                    3.15

                	
                  Realization
                    upon Defaulted Mortgage Loans

                	
                  72

                
	
                  Section
                    3.16

                	
                  Release
                    of Mortgage Files

                	
                  73

                
	
                  Section
                    3.17

                	
                  Title,
                    Conservation and Disposition of REO Property

                	
                  74

                
	
                  Section
                    3.18

                	
                  Notification
                    of Adjustments

                	
                  76

                
	
                  Section
                    3.19

                	
                  Access
                    to Certain Documentation and Information Regarding the Mortgage
                    Loans

                	
                  76

                
	
                  Section
                    3.20

                	
                  Documents,
                    Records and Funds in Possession of the Servicer to Be Held for
                    the
                    Trustee

                	
                  77

                
	
                  Section
                    3.21

                	
                  Servicing
                    Compensation

                	
                  77

                
	
                  Section
                    3.22

                	
                  Report
                    on Assessment of Compliance with Relevant Servicing
                    Criteria.

                	
                  78

                
	
                  Section
                    3.23

                	
                  Report
                    on Attestation of Compliance with Relevant Servicing
                    Criteria.

                	
                  79

                
	
                  Section
                    3.24

                	
                  Annual
                    Officer’s Certificates.

                	
                  79

                
	
                  Section
                    3.25

                	
                  Master
                    Servicer to Act as Servicer

                	
                  80

                
	
                  Section
                    3.26

                	
                  Compensating
                    Interest

                	
                  81

                
	
                  Section
                    3.27

                	
                  Credit
                    Reporting; Gramm-Leach-Bliley Act

                	
                  81

                
	
                  Section
                    3.28

                	
                  [Reserved]

                	
                  81

                
	
                  Section
                    3.29

                	
                  Obligations
                    of the Custodian; Indemnification.

                	
                  81

                
	
                  Section
                    3.30

                	
                  Notifications
                    to Parties.

                	
                  82

                
	 
	
                  ARTICLE
                    IV

                
	 
	
                  DISTRIBUTIONS
                    AND

                
	
                  ADVANCES
                    BY THE SERVICER

                
	 	 	 
	
                  Section
                    4.01

                	
                  Advances

                	
                  83

                
	
                  Section
                    4.02

                	
                  Priorities
                    of Distribution

                	
                  84

                
	
                  Section
                    4.03

                	
                  Monthly
                    Statements to Certificateholders

                	
                  89

                
	
                  Section
                    4.04

                	
                  Certain
                    Matters Relating to the Determination of LIBOR

                	
                  92

                
	
                  Section
                    4.05

                	
                  Allocation
                    of Applied Realized Loss Amounts

                	
                  93

                
	
                  Section
                    4.06

                	
                  Supplemental
                    Interest Trust.

                	
                  93

                
	
                  Section
                    4.07

                	
                  Rights
                    of the Swap Counterparty.

                	
                  94

                
	
                  Section
                    4.08

                	
                  Termination
                    Receipts.

                	
                  95

                
	 
	
                  ARTICLE
                    V

                
	 
	
                  THE
                    CERTIFICATES

                
	 	 	 
	
                  Section
                    5.01

                	
                  The
                    Certificates

                	
                  96

                
	
                  Section
                    5.02

                	
                  Certificate
                    Register; Registration of Transfer and Exchange of
                    Certificates

                	
                  97

                
	
                  Section
                    5.03

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates

                	
                  103

                
	
                  Section
                    5.04

                	
                  Persons
                    Deemed Owners

                	
                  103

                
	
                  Section
                    5.05

                	
                  Access
                    to List of Certificateholders’ Names and Addresses

                	
                  103

                
	
                  Section
                    5.06

                	
                  Maintenance
                    of Office or Agency

                	
                  104

                


        

         

         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        
          	 
	
                  ARTICLE
                    VI

                
	 
	
                  THE
                    DEPOSITOR AND THE SERVICER

                
	 	 	 
	
                  Section
                    6.01

                	
                  Respective
                    Liabilities of the Depositor and the Servicer

                	
                  104

                
	
                  Section
                    6.02

                	
                  Merger
                    or Consolidation of the Depositor or the Servicer

                	
                  104

                
	
                  Section
                    6.03

                	
                  Limitation
                    on Liability of the Depositor, the Servicer and Others.

                	
                  104

                
	
                  Section
                    6.04

                	
                  Limitation
                    on Resignation of the Servicer.

                	
                  105

                
	
                  Section
                    6.05

                	
                  Additional
                    Indemnification by the Servicer; Third Party Claims.

                	
                  105

                
	
                  Section
                    6.06

                	
                  Compliance
                    with Regulation AB; Cooperation of Parties

                	
                  106

                
	 
	
                  ARTICLE
                    VII

                
	 
	
                  DEFAULT

                
	
                  Section
                    7.01

                	
                  Events
                    of Default

                	
                  107

                
	
                  Section
                    7.02

                	
                  Master
                    Servicer to Act; Appointment of Successor

                	
                  109

                
	
                  Section
                    7.03

                	
                  Notification
                    to Certificateholders

                	
                  110

                
	 
	
                  ARTICLE
                    VIII

                
	 
	
                  CONCERNING
                    THE TRUSTEE

                
	 	 	 
	
                  Section
                    8.01

                	
                  Duties
                    of the Trustee

                	
                  111

                
	
                  Section
                    8.02

                	
                  Certain
                    Matters Affecting the Trustee

                	
                  112

                
	
                  Section
                    8.03

                	
                  Trustee
                    Not Liable for Certificates or Mortgage Loans

                	
                  113

                
	
                  Section
                    8.04

                	
                  Trustee
                    May Own Certificates

                	
                  113

                
	
                  Section
                    8.05

                	
                  Trustee’s
                    Fees Indemnification and Expenses

                	
                  113

                
	
                  Section
                    8.06

                	
                  Eligibility
                    Requirements for the Trustee

                	
                  114

                
	
                  Section
                    8.07

                	
                  Resignation
                    and Removal of the Trustee

                	
                  115

                
	
                  Section
                    8.08

                	
                  Successor
                    Trustee

                	
                  115

                
	
                  Section
                    8.09

                	
                  Merger
                    or Consolidation of the Trustee

                	
                  116

                
	
                  Section
                    8.10

                	
                  Appointment
                    of Co-Trustee or Separate Trustee

                	
                  116

                
	
                  Section
                    8.11

                	
                  Tax
                    Matters

                	
                  117

                
	
                  Section
                    8.12

                	
                  Commission
                    Reporting

                	
                  121

                
	
                  Section
                    8.13

                	
                  Tax
                    Classification of the Excess Reserve Fund Account and the Supplemental
                    Interest Trust

                	
                  127

                
	 
	
                  ARTICLE
                    IX

                
	 
	
                  ADMINISTRATION
                    OF THE MORTGAGE LOANS

                
	
                  BY
                    THE MASTER SERVICER

                
	 	 	 
	
                  Section
                    9.01

                	
                  Duties
                    of the Master Servicer; Enforcement of Servicer
                    Obligations.

                	
                  127

                


        

         

         

        
          
            
            

          

          
            -iii-

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    9.02

                	
                  Assessment,
                    Attestation Annual Statement as to Compliance of the Master
                    Servicer

                	
                  128

                
	
                  Section
                    9.03

                	
                  [Reserved]

                	
                  128

                
	
                  Section
                    9.04

                	
                  Maintenance
                    of Fidelity Bond and Errors and Omissions Insurance.

                	
                  128

                
	
                  Section
                    9.05

                	
                  Representations
                    and Warranties of the Master Servicer

                	
                  129

                
	
                  Section
                    9.06

                	
                  Master
                    Servicer Events of Default

                	
                  130

                
	
                  Section
                    9.07

                	
                  Waiver
                    of Default.

                	
                  132

                
	
                  Section
                    9.08

                	
                  Successor
                    to the Master Servicer.

                	
                  132

                
	
                  Section
                    9.09

                	
                  Compensation
                    of the Master Servicer.

                	
                  133

                
	
                  Section
                    9.10

                	
                  Merger
                    or Consolidation.

                	
                  133

                
	
                  Section
                    9.11

                	
                  Resignation
                    of the Master Servicer.

                	
                  133

                
	
                  Section
                    9.12

                	
                  Assignment
                    or Delegation of Duties by the Master Servicer.

                	
                  134

                
	
                  Section
                    9.13

                	
                  Limitation
                    on Liability of the Master Servicer.

                	
                  134

                
	
                  Section
                    9.14

                	
                  Indemnification;
                    Third Party Claims.

                	
                  135

                
	 
	
                  ARTICLE
                    X

                
	 
	
                  CONCERNING
                    THE SECURITIES ADMINISTRATOR

                
	 	 	 
	
                  Section
                    10.01

                	
                  Duties
                    of Securities Administrator.

                	
                  136

                
	
                  Section
                    10.02

                	
                  Certain
                    Matters Affecting the Securities Administrator.

                	
                  137

                
	
                  Section
                    10.03

                	
                  Securities
                    Administrator Not Liable for Certificates or Mortgage
                    Loans.

                	
                  138

                
	
                  Section
                    10.04

                	
                  Securities
                    Administrator May Own Certificates.

                	
                  139

                
	
                  Section
                    10.05

                	
                  Securities
                    Administrator’s Fees and Expenses.

                	
                  139

                
	
                  Section
                    10.06

                	
                  Eligibility
                    Requirements for Securities Administrator.

                	
                  140

                
	
                  Section
                    10.07

                	
                  Resignation
                    and Removal of Securities Administrator.

                	
                  140

                
	
                  Section
                    10.08

                	
                  Successor
                    Securities Administrator.

                	
                  141

                
	
                  Section
                    10.09

                	
                  Merger
                    or Consolidation of Securities Administrator.

                	
                  142

                
	
                  Section
                    10.10

                	
                  Assignment
                    or Delegation of Duties by the Securities Administrator.

                	
                  142

                
	
                  Section
                    10.11

                	
                  Attestation,
                    Annual Statement of Compliance of the Securities
                    Administrator

                	
                  142

                
	 
	
                  ARTICLE
                    XI

                
	 
	
                  TERMINATION

                
	 	 	 
	
                  Section
                    11.01

                	
                  Termination
                    upon Liquidation or Purchase of the Mortgage Loans

                	
                  143

                
	
                  Section
                    11.02

                	
                  Final
                    Distribution on the Certificates

                	
                  143

                
	
                  Section
                    11.03

                	
                  Additional
                    Termination Requirements

                	
                  145

                
	 
	
                  ARTICLE
                    XII

                
	 
	
                  MISCELLANEOUS
                    PROVISIONS

                
	 	 	 
	
                  Section
                    12.01

                	
                  Amendment

                	
                  145

                
	
                  Section
                    12.02

                	
                  Recordation
                    of Agreement; Counterparts

                	
                  147

                


        

         

         

        
          
            
            

          

          
            -iv-

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    12.03

                	
                  Governing
                    Law

                	
                  148

                
	
                  Section
                    12.04

                	
                  Intention
                    of Parties

                	
                  148

                
	
                  Section
                    12.05

                	
                  Notices

                	
                  149

                
	
                  Section
                    12.06

                	
                  Severability
                    of Provisions

                	
                  150

                
	
                  Section
                    12.07

                	
                  Assignment

                	
                  150

                
	
                  Section
                    12.08

                	
                  Limitation
                    on Rights of Certificateholders

                	
                  150

                
	
                  Section
                    12.09

                	
                  Inspection
                    and Audit Rights

                	
                  151

                
	
                  Section
                    12.10

                	
                  Certificates
                    Nonassessable and Fully Paid

                	
                  151

                
	
                  Section
                    12.11

                	
                  Rule of
                    Construction

                	
                  152

                
	
                  Section
                    12.12

                	
                  Waiver
                    of Jury Trial

                	
                  152

                


        

      

    


    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    


     

    


    
      	
              SCHEDULES

            	 
	 	 
	
              Schedule I

            	
              Mortgage
                Loan Schedule

            
	
              Schedule II

            	
              Representations
                and Warranties of JPMorgan Chase Bank, National Association, as
                Servicer

            
	
              Schedule III

            	
              Representations
                and Warranties of NC Capital Corporation, as Mortgage Loan
                Seller

            
	
              Schedule IV

            	
              Representations
                and Warranties of NC Capital Corporation as to the Individual Mortgage
                Loans

            
	 	 
	
              EXHIBITS

            	 
	 	 
	
              Exhibit A

            	
              Form
                of Class A and Class M Certificates

            
	
              Exhibit B

            	
              Form
                of Class P Certificate

            
	
              Exhibit C

            	
              Form
                of Class R Certificate

            
	
              Exhibit D

            	
              Form
                of Class X Certificate

            
	
              Exhibit E

            	
              Form
                of Initial Certification of Custodian

            
	
              Exhibit F

            	
              Form
                of Document Certification and Exception Report of
                Custodian

            
	
              Exhibit G

            	
              Form
                of Residual Transfer Affidavit

            
	
              Exhibit H

            	
              Form
                of Transferor Certificate

            
	
              Exhibit I

            	
              Form
                of Rule 144A Letter

            
	
              Exhibit J

            	
              Form
                of Request for Release

            
	
              Exhibit K

            	
              Contents
                for Each Mortgage File

            
	
              Exhibit L

            	
              Form
                of Sarbanes-Oxley Certification to be Provided by Master Servicer
                (or
                other Certification Party) with Form 10-K

            
	
              Exhibit M

            	
              Form
                of Servicer (or Servicing Function Participant) Back-Up
                Certification

            
	
              Exhibit
                N-1

            	
              Form
                of Monthly Remittance Advice

            
	
              Exhibit
                N-2

            	
              Standard
                Layout for Monthly Defaulted Loan Report

            
	
              Exhibit
                N-3

            	
              Form
                332 Realized Loss Report

            


    

     

     

    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                O

            	
              Form
                of Swap Agreement

            
	
              Exhibit
                P 

            	
              Form
                of Cap Agreement

            
	
              Exhibit
                Q

            	
              Form
                of Amended and Restated Master Mortgage Loan Purchase and Interim
                Servicing Agreement

            
	
              Exhibit
                R

            	
              [Reserved]

            
	
              Exhibit
                S

            	
              Servicing
                Criteria to be Addressed in Report on Assessment of
                Compliance

            
	
              Exhibit
                T

            	
              Transaction
                Parties

            
	
              Exhibit
                U

            	
              Form
                of Annual Compliance Certificate

            
	
              Exhibit
                V

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                W

            	
              Additional
                Form 10-K Disclosure

            
	
              Exhibit
                X

            	
              Form
                8-K Disclosure Information

            


    

     

    



    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    



    THIS
      POOLING AND SERVICING AGREEMENT, dated as of February 1, 2006, among HSI ASSET
      SECURITIZATION CORPORATION, as depositor (the “Depositor”),
      NC
      CAPITAL CORPORATION, a California Corporation, as mortgage loan seller (the
      “Mortgage
      Loan Seller”),
      JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as servicer (the “Servicer”),
      WELLS
      FARGO BANK, N.A., a national banking association, as master servicer (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”),
      and
      DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee
      (in such capacity, the “Trustee”)
      and
      custodian (in such capacity, the “Custodian”).

     

    WITNESSETH:

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    PRELIMINARY
      STATEMENT

     

    The
      Securities Administrator on behalf of the Trust Fund (exclusive of (i) the
      Swap
      Agreement, (u) the Cap Agreement (iii) the right to receive and the obligation
      to pay Basis Risk Carryover Amounts, (iv) the Excess Reserve Fund Account,
      (v)
      the Supplemental Interest Trust and the Supplemental Interest Trust Account
      and
      (vi) the obligations to pay Class I Shortfalls (collectively, the “Excluded
      Trust Assets”)
      shall
      elect that two segregated asset pools within the Trust Fund be treated for
      federal income tax purposes as comprising three real estate mortgage investment
      conduits under Section 860D of the Code (each a “REMIC”
or,
      in
      the alternative, “REMIC
      1,”
      REMIC
      2”
and
      “REMIC
      3,”;
      REMIC
      3 also being referred to herein as the “Upper
      Tier REMIC.”)
      Any
      inconsistencies or ambiguities in this Agreement or in the administration of
      this Agreement shall be resolved in a manner that preserves the validity of
      such
      REMIC election. 

     

    Each
      Certificate, other than the Class R Certificates, represents ownership of a
      regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.
      In addition, each Certificate, other than the Class R, Class X and Class P
      Certificates, represents (i) the right to receive payments with respect to
      any
      Basis Risk Carryover Amounts and (ii) the obligation to pay Class I Shortfalls.
      The Class R Certificate represents ownership of the sole Class of residual
      interest in each of REMIC 1, REMIC 2 and the Upper Tier REMIC for purposes
      of
      the REMIC Provisions.

     

    The
      Upper
      Tier REMIC shall hold as its assets the uncertificated Lower Tier Interests
      in
      REMIC 2, other than the Class LT2-R interest, and each such Lower Tier Interest
      is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC
      Provisions. REMIC 2 shall hold as its assets the uncertificated Lower Tier
      Interests in REMIC 1, and each such Lower Tier Interest is hereby designated
      as
      a regular interest in REMIC 1. REMIC 1 shall hold as its assets the property
      of
      the Trust Fund other than the Lower Tier Interests in REMIC 1 and REMIC 2 and
      the Excluded Trust Assets.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      1: 

     

    The
      following table sets forth the designations, principal balances and interest
      rates for each interest in REMIC 1, each of which (other than the Class LT1-R
      Lower Tier Interest) is hereby designated as a regular interest in REMIC 1
      (the
“REMIC 1 Regular Interests”):

     

     

    
      	
              Class
                Designation

            	 	 	
              Initial
                Principal Balance 

            	 	 	
              Interest
Rate

            	 
	
              LT1-A

            	 	
              $

            	
              25,780,631.20

            	 	 	
              (1

            	
              )

            
	
              LT1-F1

            	 	
              $

            	
              3,834,949.26

            	 	 	
              (2

            	
              )

            
	
              LT1-V1

            	 	
              $

            	
              3,834,949.26

            	 	 	
              (3

            	
              )

            
	
              LT1-F2

            	 	
              $

            	
              4,392,183.35

            	 	 	
              (2

            	
              )

            
	
              LT1-V2

            	 	
              $

            	
              4,392,183.35

            	 	 	
              (3

            	
              )

            
	
              LT1-F3

            	 	
              $

            	
              4,930,349.57

            	 	 	
              (2

            	
              )

            
	
              LT1-V3

            	 	
              $

            	
              4,930,349.57

            	 	 	
              (3

            	
              )

            
	
              LT1-F4

            	 	
              $

            	
              5,443,289.45

            	 	 	
              (2

            	
              )

            
	
              LT1-V4

            	 	
              $

            	
              5,443,289.45

            	 	 	
              (3

            	
              )

            
	
              LT1-F5

            	 	
              $

            	
              5,924,612.01

            	 	 	
              (2

            	
              )

            
	
              LT1-V5

            	 	
              $

            	
              5,924,612.01

            	 	 	
              (3

            	
              )

            
	
              LT1-F6

            	 	
              $

            	
              6,368,494.20

            	 	 	
              (2

            	
              )

            
	
              LT1-V6

            	 	
              $

            	
              6,368,494.20

            	 	 	
              (3

            	
              )

            
	
              LT1-F7

            	 	
              $

            	
              6,071,750.18

            	 	 	
              (2

            	
              )

            
	
              LT1-V7

            	 	
              $

            	
              6,071,750.18

            	 	 	
              (3

            	
              )

            
	
              LT1-F8

            	 	
              $

            	
              5,776,668.58

            	 	 	
              (2

            	
              )

            
	
              LT1-V8

            	 	
              $

            	
              5,776,668.58

            	 	 	
              (3

            	
              )

            
	
              LT1-F9

            	 	
              $

            	
              5,495,927.68

            	 	 	
              (2

            	
              )

            
	
              LT1-V9

            	 	
              $

            	
              5,495,927.68

            	 	 	
              (3

            	
              )

            
	
              LT1-F10

            	 	
              $

            	
              5,228,830.54

            	 	 	
              (2

            	
              )

            
	
              LT1-V10

            	 	
              $

            	
              5,228,830.54

            	 	 	
              (3

            	
              )

            
	
              LT1-F11

            	 	
              $

            	
              4,974,714.07

            	 	 	
              (2

            	
              )

            
	
              LT1-V11

            	 	
              $

            	
              4,974,714.07

            	 	 	
              (3

            	
              )

            
	
              LT1-F12

            	 	
              $

            	
              4,732,947.44

            	 	 	
              (2

            	
              )

            
	
              LT1-V12

            	 	
              $

            	
              4,732,947.44

            	 	 	
              (3

            	
              )

            
	
              LT1-F13

            	 	
              $

            	
              4,502,930.45

            	 	 	
              (2

            	
              )

            
	
              LT1-V13

            	 	
              $

            	
              4,502,930.45

            	 	 	
              (3

            	
              )

            
	
              LT1-F14

            	 	
              $

            	
              4,284,092.08

            	 	 	
              (2

            	
              )

            
	
              LT1-V14

            	 	
              $

            	
              4,284,092.08

            	 	 	
              (3

            	
              )

            
	
              LT1-F15

            	 	
              $

            	
              4,077,346.63

            	 	 	
              (2

            	
              )

            
	
              LT1-V15

            	 	
              $

            	
              4,077,346.63

            	 	 	
              (3

            	
              )

            
	
              LT1-F16

            	 	
              $

            	
              3,879,032.23

            	 	 	
              (2

            	
              )

            
	
              LT1-V16

            	 	
              $

            	
              3,879,032.23

            	 	 	
              (3

            	
              )

            
	
              LT1-F17

            	 	
              $

            	
              6,962,774.90

            	 	 	
              (2

            	
              )

            
	
              LT1-V17

            	 	
              $

            	
              6,962,774.90

            	 	 	
              (3

            	
              )

            
	
              LT1-F18

            	 	
              $

            	
              6,326,980.58

            	 	 	
              (2

            	
              )

            
	
              LT1-V18

            	 	
              $

            	
              6,326,980.58

            	 	 	
              (3

            	
              )

            
	
              LT1-F19

            	 	
              $

            	
              5,723,968.20

            	 	 	
              (2

            	
              )

            


    

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                Class
                  Designation

              	 	
                Initial
                  Principal Balance

              	 	
                 

                Interest
                  Rate

              	 


      

    

    
      	
              LT1-V19

            	 	
              $

            	
              5,723,968.20

            	 	 	
              (3

            	
              )

            
	
              LT1-F20

            	 	
              $

            	
              5,151,079.61

            	 	 	
              (2

            	
              )

            
	
              LT1-V20

            	 	
              $

            	
              5,151,079.61

            	 	 	
              (3

            	
              )

            
	
              LT1-F21

            	 	
              $

            	
              4,639,019.07

            	 	 	
              (2

            	
              )

            
	
              LT1-V21

            	 	
              $

            	
              4,639,019.07

            	 	 	
              (3

            	
              )

            
	
              LT1-F22

            	 	
              $

            	
              2,699,234.04

            	 	 	
              (2

            	
              )

            
	
              LT1-V22

            	 	
              $

            	
              2,699,234.04

            	 	 	
              (3

            	
              )

            
	
              LT1-F23

            	 	
              $

            	
              2,514,317.96

            	 	 	
              (2

            	
              )

            
	
              LT1-V23

            	 	
              $

            	
              2,514,317.96

            	 	 	
              (3

            	
              )

            
	
              LT1-F24

            	 	
              $

            	
              2,370,595.08

            	 	 	
              (2

            	
              )

            
	
              LT1-V24

            	 	
              $

            	
              2,370,595.08

            	 	 	
              (3

            	
              )

            
	
              LT1-F25

            	 	
              $

            	
              3,059,691.97

            	 	 	
              (2

            	
              )

            
	
              LT1-V25

            	 	
              $

            	
              3,059,691.97

            	 	 	
              (3

            	
              )

            
	
              LT1-F26

            	 	
              $

            	
              2,815,452.51

            	 	 	
              (2

            	
              )

            
	
              LT1-V26

            	 	
              $

            	
              2,815,452.51

            	 	 	
              (3

            	
              )

            
	
              LT1-F27

            	 	
              $

            	
              2,578,987.17

            	 	 	
              (2

            	
              )

            
	
              LT1-V27

            	 	
              $

            	
              2,578,987.17

            	 	 	
              (3

            	
              )

            
	
              LT1-F28

            	 	
              $

            	
              2,364,027.49

            	 	 	
              (2

            	
              )

            
	
              LT1-V28

            	 	
              $

            	
              2,364,027.49

            	 	 	
              (3

            	
              )

            
	
              LT1-F29

            	 	
              $

            	
              1,133,930.01

            	 	 	
              (2

            	
              )

            
	
              LT1-V29

            	 	
              $

            	
              1,133,930.01

            	 	 	
              (3

            	
              )

            
	
              LT1-F30

            	 	
              $

            	
              1,730,842.06

            	 	 	
              (2

            	
              )

            
	
              LT1-V30

            	 	
              $

            	
              1,730,842.06

            	 	 	
              (3

            	
              )

            
	
              LT1-F31

            	 	
              $

            	
              1,308,461.62

            	 	 	
              (2

            	
              )

            
	
              LT1-V31

            	 	
              $

            	
              1,308,461.62

            	 	 	
              (3

            	
              )

            
	
              LT1-F32

            	 	
              $

            	
              1,223,918.26

            	 	 	
              (2

            	
              )

            
	
              LT1-V32

            	 	
              $

            	
              1,223,918.26

            	 	 	
              (3

            	
              )

            
	
              LT1-F33

            	 	
              $

            	
              1,149,695.58

            	 	 	
              (2

            	
              )

            
	
              LT1-V33

            	 	
              $

            	
              1,149,695.58

            	 	 	
              (3

            	
              )

            
	
              LT1-F34

            	 	
              $

            	
              1,079,969.16

            	 	 	
              (2

            	
              )

            
	
              LT1-V34

            	 	
              $

            	
              1,079,969.16

            	 	 	
              (3

            	
              )

            
	
              LT1-F35

            	 	
              $

            	
              1,014,466.88

            	 	 	
              (2

            	
              )

            
	
              LT1-V35

            	 	
              $

            	
              1,014,466.88

            	 	 	
              (3

            	
              )

            
	
              LT1-F36

            	 	
              $

            	
              15,688,704.61

            	 	 	
              (2

            	
              )

            
	
              LT1-V36

            	 	
              $

            	
              15,688,704.61

            	 	 	
              (3

            	
              )

            
	
              LT1-R

            	 	 	
              (4)

            	
               

            	 	
              (4

            	
              )

            


    

     

    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for the Class LT1-A Interest shall be the Net WAC Rate.
                

            


    

     

    
      	 	
              (2)

            	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these Lower Tier Interests shall be the
                lesser
                of (i) 10.20% and (ii) the product of (a) the Net WAC Rate and (b)
                2.

            


    

     


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              (3)

            	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these Lower Tier Interests shall be the
                excess,
                if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over
                (ii)
                10.20%.

            


    

     

    
      	 	
              (4)

            	
              The
                Class LT1-R interest shall not have a principal amount and shall
                not bear
                interest. The Class LT1-R interest is hereby designated as the sole
                class
                of residual interest in REMIC 1.

            


    

     

    On
      each
      Distribution Date, the Securities Administrator shall first pay or charge as
      an
      expense of REMIC 1 all expenses of the Trust Fund for such Distribution Date,
      other than any Net Swap Payment or Swap Termination Payment required to be
      made
      from the Trust Fund.

     

    On
      each
      Distribution Date the Securities Administrator shall distribute the Interest
      Remittance Amount (net of expenses described in the preceding paragraph) with
      respect to each of the Lower Tier Interests in REMIC 1 based on the
      above-described interest rates.

     

    On
      each
      Distribution Date, the Securities Administrator shall distribute the Principal
      Remittance Amount with respect to the Lower Tier Interests in REMIC 1, first
      to
      the Class LT1-A Interest until its principal balance is reduced to zero, and
      then sequentially, to the other Lower Tier Interests in REMIC 1 in ascending
      order of their numerical class designation, and, with respect to each pair
      of
      classes having the same numerical designation, in equal amounts to each such
      class, until the principal balance of each such class is reduced to zero. All
      losses on the Mortgage Loans shall be allocated among the Lower Tier Interests
      in REMIC 1 in the same manner that principal distributions are
      allocated.

     

    On
      each
      Distribution Date, the Securities Administrator shall distribute the Prepayment
      Premiums collected during the preceding Prepayment Period to the Class LT1-V36
      Lower Tier Interests.

     


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    REMIC
      2: 

     

    The
      following table sets forth the designations, principal balances and interest
      rates for each interest in REMIC 2, each of which (other than the Class LT2-R
      interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2
      Regular Interests”):

     

    
      	
              REMIC
                2

              Lower
                Tier 

              Class
                Designation

            	 	
              REMIC
                2

              Lower
                Tier

              Interest
                Rate

            	 	
              Initial
                Class 

              Principal
                Amount

            	 	
              Corresponding
                Class of Certificate(s)

            
	
              Class
                LT2-I-A

            	 	
              (1)

            	 	
              (4)

            	 	
              I-A

            
	
              Class
                LT2-II-A

            	 	
              (1)

            	 	
              (4)

            	 	
              II-A

            
	
              Class
                LT2-M1

            	 	
              (1)

            	 	
              (4)

            	 	
              M-1

            
	
              Class
                LT2-M2

            	 	
              (1)

            	 	
              (4)

            	 	
              M-2

            
	
              Class
                LT2-M3

            	 	
              (1)

            	 	
              (4)

            	 	
              M-3

            
	
              Class
                LT2-M4

            	 	
              (1)

            	 	
              (4)

            	 	
              M-4

            
	
              Class
                LT2-M5

            	 	
              (1)

            	 	
              (4)

            	 	
              M-5

            
	
              Class
                LT2-M6

            	 	
              (1)

            	 	
              (4)

            	 	
              M-6

            
	
              Class
                LT2-M7

            	 	
              (1)

            	 	
              (4)

            	 	
              M-7

            
	
              Class
                LT2-M8

            	 	
              (1)

            	 	
              (4)

            	 	
              M-8

            
	
              Class
                LT2-M9

            	 	
              (1)

            	 	
              (4)

            	 	
              M-9

            
	
              Class
                LT2-M10

            	 	
              (1)

            	 	
              (4)

            	 	
              M-10

            
	
              Class
                LT2-M11

            	 	
              (1)

            	 	
              (4)

            	 	
              M-11

            
	
              Class
                LT2-Q

            	 	
              (1)

            	 	
              (5)

            	 	
              N/A

            
	
              Class
                LT2-IO

            	 	
              (2)

            	 	
              (2)

            	 	
              N/A

            
	
              Class
                LT2-R

            	 	
              (3)

            	 	
              (3)

            	 	
              R

            


    

    ___________________________

    
      	 	
              (1)

            	
              For
                any Distribution Date (and the related Interest Accrual Period) the
                interest rate for each of these Lower Tier Interests in REMIC 2 is
                a per
                annum rate equal to the weighted average of the interest rates on
                the
                Lower Tier Interests in REMIC 1 for such Distribution Date; provided,
                however,
                that (i) for any Distribution Date on which the Class LT2-IO Interest
                is
                entitled to a portion of the interest accruals on a Lower Tier Interest
                in
                REMIC 1 having an “F” in its class designation, as described in footnote
                two below, such weighted average shall be computed by first subjecting
                the
                rate on such Lower Tier Interest in REMIC 1 to a cap equal to Swap
                LIBOR
                for such Distribution Date.

            


    

     

    
      	 	
              (2)

            	
              The
                Class LT2-IO is an interest only class that does not have a principal
                balance. For only those Distribution Dates listed in the first column
                in
                the table below, the Class LT2-IO shall be entitled to interest accrued
                on
                the Lower Tier Interest in REMIC 1 listed in second column in the
                table
                below at a per annum rate equal to the excess, if any, of (i) the
                interest
                rate for such Lower Tier Interest in REMIC 1 for such Distribution
                Date
                over (ii) Swap LIBOR for such Distribution
                Date.

            


    

     

    
      	
              Distribution
                Dates

            	 	
              REMIC
                

              1
                Class Designation

            
	
              2

            	 	
              Class
                LT1-F1

            
	
              2-3

            	 	
              Class
                LT1-F2

            
	
              2-4

            	 	
              Class
                LT1-F3

            
	
              2-5

            	 	
              Class
                LT1-F4

            
	
              2-6

            	 	
              Class
                LT1-F5

            
	
              2-7

            	 	
              Class
                LT1-F6

            
	
              2-8

            	 	
              Class
                LT1-F7

            
	
              2-9

            	 	
              Class
                LT1-F8

            
	
              2-10

            	 	
              Class
                LT1-F9

            
	
              2-11

            	 	
              Class
                LT1-F10

            


    

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	
              2-12

            	
              Class
                LT1-F11

            
	
              2-13

            	
              Class
                LT1-F12

            
	
              2-14

            	
              Class
                LT1-F13

            
	
              2-15

            	
              Class
                LT1-F14

            
	
              2-16

            	
              Class
                LT1-F15

            
	
              2-17

            	
              Class
                LT1-F16

            
	
              2-18

            	
              Class
                LT1-F17

            
	
              2-19

            	
              Class
                LT1-F18

            
	
              2-20

            	
              Class
                LT1-F19

            
	
              2-21

            	
              Class
                LT1-F20

            
	
              2-22

            	
              Class
                LT1-F21

            
	
              2-23

            	
              Class
                LT1-F22

            
	
              2-24

            	
              Class
                LT1-F23

            
	
              2-25

            	
              Class
                LT1-F24

            
	
              2-26

            	
              Class
                LT1-F25

            
	
              2-27

            	
              Class
                LT1-F26

            
	
              2-28

            	
              Class
                LT1-F27

            
	
              2-29

            	
              Class
                LT1-F28

            
	
              2-31

            	
              Class
                LT1-F29

            
	
              2-32

            	
              Class
                LT1-F30

            
	
              2-33

            	
              Class
                LT1-F31

            
	
              2-34

            	
              Class
                LT1-F32

            
	
              2-35

            	
              Class
                LT1-F33

            
	
              2-36

            	
              Class
                LT1-F34

            
	
              2-37

            	
              Class
                LT1-F35

            
	
              2-38

            	
              Class
                LT1-F36

            
	 	 


    

     

    
      	 	
              (3)

            	
              The
                Class LT2-R interest is the sole class of residual interests in REMIC
                2.
                It does not have an interest rate or a principal balance.
                

            


    

     

    
      	 	
              (4)

            	
              This
                Lower Tier Interest shall have an initial class principal amount
                equal to
                one-half of the initial Class Principal Amount of its Corresponding
                Class
                of Certificates.

            


    

     

    
      	 	
              (5)

            	
              This
                Lower Tier Interest shall have an initial class principal amount
                equal to
                the excess of (i) the Pool Stated Principal Balance as of the Cut-off
                Date, over (ii) the aggregate initial Class Principal Amount of each
                other
                regular interest in REMIC 2 (other than any interest-only Lower Tier
                Interest).

            


    

     

    On
      each
      Distribution Date, interest shall be distributed on the Lower Tier Interests
      in
      REMIC 2 based on the above-described interest rates; provided,
      however,
      that
      interest that accrues on the Class LT2-Q Interest shall be deferred in an amount
      equal to one-half of the increase, if any, in the Overcollateralization Amount
      for such Distribution Date. Any interest so deferred shall itself bear interest
      at the interest rate for the Class LT2-Q Interest. An amount equal to the
      interest so deferred shall be distributed as additional principal on the other
      Lower Tier Interests in REMIC 2 having a principal balance in the manner
      described under priority (a) below.

     

    On
      each
      Distribution Date principal shall be distributed, and Realized Losses shall
      be
      allocated, among the Lower Tier Interests in REMIC 2 in the following order
      of
      priority:

     

    (a) First,
      to
      the Class LT2-I-A, Class LT2-II-A, Class LT2-II-A4, Class LT2-M1, Class
      LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class LT2-M6, Class LT2-M7,
      Class LT2-M8, Class LT2-M9, Class LT2-M10, Class LT2-M11 and Class LT2-M12
      Interests until the principal balance of each such Lower Tier Interest equals
      one-half of the Class Principal Amount of the Corresponding Class of
      Certificates immediately after such Distribution Date; and

     


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    


     

    (b) Second,
      to the Class LT2-Q Interests, any remaining amounts.

     

     

    On
      each
      Distribution Date, the Securities Administrator shall be deemed to have
      distributed the Prepayment Premiums passed through with respect to REMIC 1
      on
      such Distribution Date to the Class LT2-Q Interest.

     

    Upper
      Tier REMIC

     

     

    The
      Upper
      Tier REMIC shall issue the following Classes of Upper Tier REMIC Regular
      Interests and each such interest, other than the Class R Interest, is hereby
      designated as a regular interest in the Upper Tier REMIC.

     

    Upper
      Tier REMIC

     

    
      	
              Upper
                Tier REMIC 

              Class Designation

            	 	
              Upper
                Tier REMIC Interest Rate and Corresponding Class Interest
                Rate

            	 	
              Initial
                Upper Tier REMIC Principal Amount and Corresponding Class Certificate
                Balance

            	 	
              Corresponding

              Class of
                Certificates

            
	
              Class I-A

            	 	
              (1)

            	 	
              $119,285,000

            	 	
              Class I-A(7)

            
	
              Class II-A

            	 	
              (2)

            	 	
              $146,131,000

            	 	
              Class II-A-1(7)

            
	
              Class M-1

            	 	
              (3)

            	 	
              $
                11,504,000

            	 	
              Class M-1(7)

            
	
              Class M-2

            	 	
              (3)

            	 	
              $
                10,353,000

            	 	
              Class M-2(7)

            
	
              Class M-3

            	 	
              (3)

            	 	
              $
                6,409,000

            	 	
              Class M-3(7)

            
	
              Class M-4

            	 	
              (3)

            	 	
              $
                5,587,000

            	 	
              Class M-4(7)

            
	
              Class M-5

            	 	
              (3)

            	 	
              $
                5,423,000

            	 	
              Class M-5(7)

            
	
              Class M-6

            	 	
              (3)

            	 	
              $
                4,930,000

            	 	
              Class M-6(7)

            
	
              Class M-7

            	 	
              (3)

            	 	
              $
                4,601,000

            	 	
              Class M-7(7)

            
	
              Class M-8

            	 	
              (3)

            	 	
              $
                3,779,000

            	 	
              Class M-8(7)

            
	
              Class M-9

            	 	
              (3)

            	 	
              $
                2,958,000

            	 	
              Class M-9(7)

            
	
              Class M-10

            	 	
              (3)

            	 	
              $
                2,300,000

            	 	
              Class M-10(7)

            
	
              Class M-11

            	 	
              (3)

            	 	
              $
                3,286,000

            	 	
              Class M-11(7)

            
	
              Class X

            	 	
              (4)

            	 	
              (4)

            	 	
              Class X

            
	
              Class R

            	 	
              (5)

            	 	
              (5)

            	 	
              Class R

            
	
              Class P

            	 	
              (6)

            	 	
              (6)

            	 	
              Class
                P

            


    

     

    
      	
              (1)

            	
              The
                Class I-A Interest will bear interest during each Interest Accrual
                Period at a per annum rate equal to (a) on or prior to the Optional
                Termination Date, the lesser of (i) LIBOR plus the applicable
                Interest Margin and (ii) the Group I Available Funds Cap or
                (b) after the Optional Termination Date, the lesser of (i) LIBOR
                plus the applicable Interest Margin and (ii) the Group I
                Available Funds Cap. For purposes of the REMIC Provisions, the reference
                to “Group I Available Funds Cap” in clause (ii) of the preceding sentence
                shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore,
                on
                any Distribution Date on which the Interest Rate for the Class I-A
                Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals
                based on
                such excess shall be treated as having been paid from the Excess
                Reserve
                Fund Account or the Supplemental Interest Trust, as applicable; on
                any
                Distribution Date on which the Interest Rate on the Class I-A Certificates
                is based on the Group I Available Funds Cap, the amount of interest
                that
                would have accrued on the Class I-A Certificates if the REMIC 2 Net
                Funds
                Cap were substituted for the Group I Available Funds Cap shall be
                treated
                as having been paid by the Class I-A Certificateholders to the
                Supplemental Interest Trust, all pursuant to and as further provided
                in
                Section 8.11 hereof.

            


    


    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


     

    


     

    
      	
              (2)

            	
              The
                Class II-A Interest will bear interest during each Interest Accrual
                Period at a per annum rate equal to (a) on or prior to the Optional
                Termination Date, the lesser of (i) LIBOR plus the applicable
                Interest Margin and (ii) the Group II Available Funds Cap or
                (b) after the Optional Termination Date, the lesser of (i) LIBOR
                plus the applicable Interest Margin and (ii) the Group II
                Available Funds Cap. For purposes of the REMIC Provisions, the reference
                to “Group II Available Funds Cap” in clause (ii) of the preceding sentence
                shall be deemed a reference to the REMIC 2 Net Funds Cap; therefore,
                on
                any Distribution Date on which the Interest Rate for the Class II-A
                Certificates exceeds the REMIC 2 Net Funds Cap, interest accruals
                based on
                such excess shall be treated as having been paid from the Excess
                Reserve
                Fund Account or the Supplemental Interest Trust, as applicable; on
                any
                Distribution Date on which the Interest Rate on the Class II-A
                Certificates is based on the Group II Available Funds Cap, the amount
                of
                interest that would have accrued on the Class II-A Certificates if
                the
                REMIC 2 Net Funds Cap were substituted for the Group II Available
                Funds
                Cap shall be treated as having been paid by the Class II-A
                Certificateholders to the Supplemental Interest Trust, all pursuant
                to and
                as further provided in Section 8.11
                hereof.

            


    

     

    
      	
              (3)

            	
              The
                Class M-1, Class M-2, Class M-3, Class M-4,
                Class M-5, Class M-6, Class M-7, Class M-8,
                Class M-9, Class M-10 and Class M-11 Interests will bear
                interest during each Interest Accrual Period at a per annum rate
                equal to
                (a) on or prior to the Optional Termination Date, the lesser of
                (i) LIBOR plus the applicable Interest Margin and (ii) the Class
                M Available Funds Cap or (b) after the Optional Termination Date, the
                lesser of (i) LIBOR plus the applicable Interest Margin and
                (ii) the Class M Available Funds Cap. For purposes of the REMIC
                Provisions, the reference to Class M Available Funds Cap in clause
                (ii) of
                the preceding sentence shall be deemed to be a reference to the REMIC
                2
                Net Funds Cap; therefore, on any Distribution Date on which the Interest
                Rate for the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10
                or
                M-11 Certificates, as applicable, exceeds the REMIC 2 Net Funds Cap,
                interest accruals based on such excess shall be treated as having
                been
                paid from the Excess Reserve Fund Account or the Supplemental Interest
                Trust, as applicable; on any Distribution Date on which the Interest
                Rate
                on the Class M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10 or
                M-11
                Certificates, as applicable, is based on the Class M Available Funds
                Cap,
                the amount of interest that would have accrued on such applicable
                Class of
                Certificates if the REMIC 2 Net Funds Cap were substituted for the
                Class M
                Available Funds Cap shall be treated as having been paid by the Class
                M-1,
                M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9, M-10 or M-11 Certificateholders,
                as applicable, to the Supplemental Interest Trust, all pursuant to
                and as
                further provided in Section 8.11 hereof.


            


    

     

    
      	
              (4)

            	
              For
                purposes of the REMIC Provisions the Class X Certificate shall reflect
                beneficial ownership of the Class X Interest in the Upper Tier REMIC.
                The
                Class X Interest shall have an initial principal balance of $2,143,000.35,
                and the right to receive distributions of such amount represents
                a regular
                interest in the Upper Tier REMIC. The Class X Interest shall also
                comprise
                two notional components, each of which represents a regular interest
                in
                the Upper Tier REMIC. The first such component has a notional balance
                that
                will at all times equal the aggregate of the Class Principal Amounts
                of
                the Lower Tier Interests in REMIC 2, and, for each Distribution Date
                (and
                the related Interest Accrual Period) this notional component shall
                bear
                interest at a per annum rate equal to the excess, if any, of (i)
                the
                weighted average of the interest rates on the Lower Tier Interests
                in
                REMIC 2 (other than any interest-only regular interest) over (ii)
                the
                Adjusted Lower Tier WAC. The second notional component represents
                the
                right to receive all distributions in respect of the Class LT2-IO
                Interest
                in REMIC 2 (the “LT3-I” interest). In addition, for purposes of the REMIC
                Provisions, the Class X Certificate shall represent beneficial ownership
                of (i) the Excess Reserve Fund Account; (ii) the Supplemental Interest
                Trust, including the Swap Agreement and (iii) an interest in the
                notional
                principal contracts described in Section 8.11
                hereof.

            


    

     

    
      	
              (5)

            	
              The
                Class R Interest is the sole Class of residual interest in the Upper
                Tier REMIC. The Class R Interest is issued without a principal amount
                does not bear a stated Interest Rate. The Class R Certificate will
                be
                issued as a single certificate evidencing the initial Percentage
                Interest
                of such Class.

            


    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


     

    


     

    
      	
              (6)

            	
              The
                Class P Interest shall not bear interest at a stated Interest Rate.
                Prepayment Charges paid with respect to the Mortgage Loans shall
                be paid
                to the Class P Certificateholders as provided in Section 4.02(b).
                For
                purposes of the REMIC Provisions, the Class P Interest shall represent
                a
                regular interest in the Upper Tier REMIC, and the Class P Certificate
                shall reflect beneficial ownership of the Class P Interest. The Class
                P
                Certificate will have a Class P Principal Amount of
                $100.

            


    

     

    
      	
              (7)

            	
              Each
                of these Certificates will represent not only the ownership of the
                Corresponding Class of Upper Tier REMIC Regular Interest but also the
                right to receive payments from (i) the Excess Reserve Fund Account
                in
                respect of any Basis Risk Carryover Amounts and (ii) the Supplemental
                Interest Trust in respect of proceeds from the Derivative Agreements.
                For
                federal income tax purposes, the Securities Administrator will treat
                a
                Certificateholder’s right to receive payments from the Excess Reserve Fund
                Account as payments made pursuant to an a notional principal contract
                written by the Class X
                Certificateholders.

            


    

    


     

    The
      minimum denomination for each Class of Certificates, other than the
      Class P, Class R and the Class X Certificates, will be $25,000
      ($100,000 with respect to initial investors resident in a Member State of the
      European Economic Area subject to Directive 2003/71/EC) with integral multiples
      of $1 in excess thereof except that one Certificate in each Class may be
      issued in a different amount. The minimum denomination for each of the
      Class P and Class X Certificates will be a 10.00% Percentage Interest
      in such Class, and the minimum denomination for the Class R Certificates
      shall be 100% Percentage Interest in such Class.

     

    Set
      forth
      below are designations of Classes of Certificates to the categories used
      herein:

     

    
      	
              Book-Entry
                Certificates

            	 	
              All
                Classes of Certificates other than the Physical
                Certificates.

            
	 	 	 
	
              Class A
                Certificates

            	 	
              Class I-A
                and Class II-A Certificates.

            
	 	 	 
	
              Class M
                Certificates

            	 	
              Class M-1,
                Class M-2, Class M-3, Class M-4, Class M-5,
                Class M-6, Class M-7, Class M-8, Class M-9,
                Class M-10 and Class M-11 Certificates.

            
	 	 	 
	
              Delay
                Certificates

            	 	
              None.

            
	 	 	 
	
              ERISA-Restricted

            	 	 
	
              Certificates

            	 	
              Class
                M10, Class M-11, Class P, Class X and Class R Certificates; any
                Certificate with a rating which falls below the lowest applicable
                permitted rating under the Underwriters’ Exemption.

            
	 	 	 
	
              ERISA-Restricted

            	 	 
	
              Derivative
                Certificates

            	 	
              Any
                Offered Certificate prior to the termination of the Cap Agreement
                and the
                Swap Agreement.

            
	 	 	 
	
              LIBOR
                Certificates

            	 	
              Collectively,
                Class A and Class M Certificates.

            
	 	 	 
	
              Non-Delay
                Certificates

            	 	
              Class A,
                Class M and Class X Certificates.

            
	 	 	 
	
              Offered
                Certificates

            	 	
              All
                Classes of Certificates other than the Private
                Certificates.

            


    

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    
      	
              Physical
                Certificates

            	 	
              Class P,
                Class X and Class R Certificates.

            
	 	 	 
	
              Private
                Certificates

            	 	
              Class
                M10, Class M-11, Class P, Class X and Class R
                Certificates.

            
	 	 	 
	
              Rating
                Agencies

            	 	
              Moody’s
                and Standard & Poor’s.

            
	 	 	 
	
              Regular
                Certificates

            	 	
              All
                Classes of Certificates other than the Class R
                Certificates.

            
	 	 	 
	
              Residual
                Certificates

            	 	
              Class R
                Certificates.

            


    

     

    ARTICLE
      I

     

    DEFINITIONS

     

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

     

    10-K
      Filing Deadline:
      As
      defined in Section 8.12(a)(ii).

     

    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan and the Servicer, the servicing and administration
      of such Mortgage Loan (i) in the same manner in which, and with the same
      care, skill, prudence and diligence with which the Servicer generally services
      and administers similar mortgage loans with similar mortgagors (A) for
      other third parties, giving due consideration to customary and usual standards
      of practice of prudent institutional residential mortgage lenders servicing
      their own mortgage loans or (B) held in the Servicer’s own portfolio,
      whichever standard is higher, and (ii) in accordance with applicable local,
      state and federal laws, rules and regulations.

     

    Account:
      Any of
      the Collection Account, the Distribution Account, any Escrow Account, the Excess
      Reserve Fund Account, and with respect to the Supplemental Interest Trust,
      the
      Supplemental Interest Trust Account. Each Account shall be an Eligible
      Account.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 8.12(a)(i). 

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 8.12(a)(ii). 

     

    Additional
      Servicer:
      Any
      affiliate of the Servicer that Services any of the Mortgage Loans and each
      Person that is not an affiliate of the Servicer that Services 10% or more of
      the
      Mortgage Loans. For clarification purposes, for purposes of this Agreement,
      the
      Master Servicer and the Securities Administrator are Additional Servicers.
      

     

    Additional
      Termination Event:
      As
      defined in the Swap Agreement.

     

    Adjustable
      Rate Mortgage Loan:
      A
      Mortgage Loan which provides for the adjustment of the Mortgage Rate payable
      in
      respect thereto.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Adjusted
      Lower TIER WAC:
      For
      any
      Distribution Date (and the related Accrual Period), an amount equal to (i)
      two,
      multiplied by (ii) the weighted average of the interest rates for such
      Distribution Date for the Class LT2-I-A, LT2-II-A, LT2-M-1, LT2-M-2, LT2-M-3,
      LT2-M-4, LT2-M-5, LT2-M-6, LT2-M-7, LT2-M-8, LT2-M-9, LT2-M-10, LT2-M-11 and
      LT2-Q Interests, weighted in proportion to their Class Principal Amounts as
      of
      the beginning of the related Accrual Period and computed by subjecting the
      rate
      on the Class LT2-Q Interest to a cap of 0.00%, and by subjecting the rate on
      each of the Class LT2-I-A, LT2-II-A, LT2-M-1, LT2-M-2, LT2-M-3, LT2-M-4,
      LT2-M-5, LT2-M-6, LT2-M-7, LT2-M-8, LT2-M-9, LT2-M-10 and LT2-M-11 Interests
      to
      a cap that corresponds to the Interest Rate (determined by substituting the
      REMIC 2 Net Funds Cap for the applicable Available Funds Cap) for the
      Corresponding Class of Certificates; provided,
      however,
      that
      for each Class of LIBOR Certificates, the Certificate Interest Rate shall be
      multiplied by an amount equal to (a) the actual number of days in the Interest
      Accrual Period, divided by (b) 30.

     

    Adjustment
      Date:
      As to
      any Adjustable Rate Mortgage Loan, the first Due Date on which the related
      Mortgage Rate adjusts as set forth in the related Mortgage Note and each Due
      Date thereafter on which the Mortgage Rate adjusts as set forth in the related
      Mortgage Note.

     

    Advance:
      Any
      P&I Advance or Servicing Advance.

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

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

     

    Agreement:
      This
      Pooling and Servicing Agreement and all amendments or supplements
      hereto.

     

    Amounts
      Held for Future Distribution:
      As to
      the Certificates on any Distribution Date, the aggregate amount held in the
      Collection Account at the close of business on the related Determination Date
      on
      account of (i) Principal Prepayments, Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans
      received after the end of the related Prepayment Period and (ii) all
      Scheduled Payments on the Mortgage Loans due after the end of the related Due
      Period.

     

    Applied
      Realized Loss Amount:
      With
      respect to any Distribution Date, the amount, if any, by which the aggregate
      Class Certificate Balance of the LIBOR Certificates after distributions of
      principal on such Certificates on such Distribution Date exceeds the aggregate
      Stated Principal Balance of the Mortgage Loans for such Distribution
      Date.

     

    Appraised
      Value:
      The
      value set forth in an appraisal made in connection with the origination of
      the
      related Mortgage Loan as the value of the Mortgaged Property.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form (other than the assignee’s name and recording information not
      yet returned from the recording office), reflecting the sale of the Mortgage
      to
      the Trustee.

     

    Available
      Funds:
      With
      respect to any Distribution Date and the Mortgage Loans to the extent received
      by the Master Servicer (x) the sum of (i) all scheduled installments
      of interest (net of the related Expense Fees) and principal due on the Due
      Date
      on such Mortgage Loans in the related Due Period and received by the Servicer
      on
      or prior to the related Determination Date, together with any
      P&I Advances in respect thereof; (ii) all Condemnation Proceeds,
      Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries received
      by
      the Servicer during the related Prepayment Period (in each case, net of
      unreimbursed expenses incurred in connection with a liquidation or foreclosure
      and unreimbursed Advances, if any); (iii) all partial or full prepayments
      on the Mortgage Loans received by the Servicer during the related Prepayment
      Period together with all Compensating Interest paid by the Servicer in
      connection therewith (excluding any Prepayment Charges); (iv) all
      Substitution Adjustment Amounts with respect to the substitutions of Mortgage
      Loans that occur on or prior to the related Determination Date; (v) all
      amounts received with respect to such Distribution Date as the Repurchase Price
      in respect of a Mortgage Loan repurchased by the Originator or the Sponsor
      on or
      prior to the related Determination Date; and (vi) the proceeds with respect
      to the termination of the Trust Fund pursuant to clause (a) of
      Section 11.01; reduced by (y) amounts in reimbursement for Advances
      previously made with respect to the Mortgage Loans and other amounts as to
      which
      the Servicer, the Depositor, the Master Servicer, the Securities Administrator,
      the Swap Counterparty or the Trustee are entitled to be paid or reimbursed
      pursuant to this Agreement.

     

    Back-up
      Certification:
      As
      defined in Section 3.24.

     

    Basic
      Principal Payment Amount:
      With
      respect to any Distribution Date, the excess of (i) the Principal
      Remittance Amount for such Distribution Date over (ii) the Excess
      Overcollateralization Amount, if any, for such Distribution Date.

     

    Basis
      Risk Carryover Amount:
      With
      respect to each Class of LIBOR Certificates, as of any Distribution Date,
      the sum of (A) if on such Distribution Date the Interest Rate for any
      Class of LIBOR Certificates is based upon the Group I Available Funds
      Cap, the Group II Available Funds Cap or the Class M Available Funds Cap, as
      applicable, the excess of (i) the amount of interest such Class of
      Certificates would otherwise be entitled to receive on such Distribution Date
      had such rate been calculated (x) as the sum of LIBOR and the applicable
      Interest Margin on such Class of Certificates for such Distribution Date,
      over (ii) the amount of interest payable on such Class of Certificates
      at, with respect to the Class I-A Certificates, the Group I Available
      Funds Cap, at, with respect to the Class II-A Certificates, the
      Group II Available Funds Cap, and, at, with respect to the Class M
      Certificates, the Class M Available Funds Cap, as applicable, for such
      Distribution Date and (B) the portion of any such excess described in
      clause (A) for such Class of Certificates from all previous
      Distribution Dates not previously paid, together with interest thereon at a
      rate
      equal the applicable Interest Rate for each such Class of Certificates for
      such Distribution Date.


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    Basis
      Risk Payment:
      For any
      Distribution Date, an amount equal to the lesser of (i) the aggregate of
      the Basis Risk Carryover Amounts for such Distribution Date and (ii) the
      Class X Distributable Amount (prior to any reduction for Basis Risk
      Payments).

     

    Best’s:
      Best’s
      Key Rating Guide, as the same shall be amended from time to time.

     

    Book-Entry
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    Cap
      Account:
      The
      account created pursuant to Section 4.06(b).

     

    Cap
      Agreement:
      The
      interest rate cap agreement entered into by the Supplemental Interest Trust
      and
      the Cap Counterparty, dated March 7, 2006, which agreement provides for the
      monthly payment specified to the Securities Administrator (for the benefit
      of
      Certificateholders) commencing with the Distribution Date in September 2006
      and
      ending on the Distribution Date in December 2011, by the Cap Counterparty,
      but
      subject to the conditions set forth therein together with any schedule,
      confirmations or other agreements relating thereto, attaches as Exhibit
      P.

     

    Cap
      Amount:
      With
      respect to each Distribution Date, the amount of any Cap Payment deposited
      into
      the Cap Account.

     

    Cap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Cap Agreement, and
      any
      successor in interest or its assigns. Initially, the Cap Counterparty shall
      be
      Bear Stearns Financial Products Inc.

     

    Cap
      Payment:
      With
      respect to each Distributing Date, any payment required to be made by the Cap
      Counterparty to the Supplemental Interest Trust pursuant to the terms of the
      Cap
      Agreement.

     

    Cap
      Payment Date:
      For as
      long as the Cap Agreement is in effect or any amounts remain unpaid thereunder,
      the Business Day immediately preceding each Distribution Date.

     

    Cap
      Replacement Receipts:
      As
      defined in Section 4.08(b)(i).

     

    Cap
      Replacement Receipts Account:
      As
      defined in Section 4.08(b)(i).

    


    Cap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Cap Agreement,
      the payment required to be made by the Cap Counterparty to the Supplemental
      Interest Trust pursuant to the terms of the Cap Agreement, and any unpaid
      amounts due on previous Cap Payment Dates and accrued interest thereon as
      provided in the Cap Agreement, as calculated by the Cap Counterparty and
      furnished to the Trustee.


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    Cap
      Termination Receipts:
      As
      defined in Section 4.08(b)(i).

     

    Cap
      Termination Receipts Account:
      As
      defined in Section 4.08(b)(i).

     

    Certificate:
      Any one
      of the Certificates executed by the Securities Administrator in substantially
      the forms attached hereto as exhibits.

     

    Certificate
      Balance:
      With
      respect to the Certificates, other than the Class X, Class P or
      Class R Certificates, at any date, the maximum dollar amount of principal
      to which the Holder thereof is then entitled hereunder, such amount being equal
      to the Denomination thereof minus all distributions of principal previously
      made
      with respect thereto and in the case of any Class M Certificates, reduced by
      any
      Applied Realized Loss Amounts allocated to such Class of Certificates
      pursuant to Section 4.05; provided,
      however,
      that
      immediately following the Distribution Date on which a Subsequent Recovery
      is
      distributed, the Class Certificate Balances of any Class or Classes of
      Certificates that have been previously reduced by Applied Realized Loss Amounts
      will be increased, in order of seniority, by the amount of any Subsequent
      Recovery distributed on such Distribution Date (up to the amount of Unpaid
      Realized Loss Amount for such Class or Classes for such Distribution Date).
      The Class P Certificates are issued with an initial Class P Principal
      Amount of $100. The Class X and Class R Certificates have no
      Certificate Balance.

     

    Certificate
      Group:
      The
      Group I Certificates or the Group II Certificates, as
      applicable.

     

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

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02.

     

    Certificateholder
      or
Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor or any
      Affiliate of the Depositor shall be deemed not to be Outstanding and the
      Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect such consent has been obtained; provided,
      however,
      that if
      any such Person (including the Depositor) owns 100.00% of the Percentage
      Interests evidenced by a Class of Certificates, such Certificates shall be
      deemed to be Outstanding for purposes of any provision hereof that requires
      the
      consent of the Holders of Certificates of a particular Class as a condition
      to the taking of any action hereunder. The Securities Administrator is entitled
      to rely conclusively on a certification of the Depositor or any Affiliate of
      the
      Depositor in determining which Certificates are registered in the name of an
      Affiliate of the Depositor.

     

    Certification
      Parties:
      As
      defined in Section 3.24.

     

    Certifying
      Person:
      As
      defined in Section 3.24.

     

    Class:
      All
      Certificates bearing the same class designation as set forth in the Preliminary
      Statement.


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    Class I-A
      Certificates:
      All
      Certificates bearing the Class designation of “Class I-A”.

     

    Class II-A
      Certificates:
      All
      Certificates bearing the Class designation of “Class II-A”.

     

    Class A
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Class Certificate
      Balance:
      With
      respect to any Class of LIBOR Certificate and as to any date of
      determination, the aggregate of the Certificate Balances of all Certificates
      of
      such Class as of such date. With respect to the Class X, Class P and Class
      R Certificates, zero. With respect to any Lower Tier Interest, the initial
      Class
      Principal Balance as shown or described in the table set forth in the
      Preliminary Statement to this Agreement for the issuing REMIC, as reduced by
      any
      principal distributed with respect to such Lower Tier Interest and Realized
      Losses allocated to such Lower Tier Interest.

     

    Class
      I Shortfalls:
      As
      defined in Section 8.11 hereof. For
      purposes of clarity, the Class I Shortfall for any Distribution Date shall
      equal
      the amount payable to the Swap Counterparty on such Distribution Date in excess
      of the amount payable with respect to the Class LT3-I interest in the Upper
      Tier
      REMIC on such Distribution Date, all as further provided in Section
      8.11 hereof.

     

    Class
      M Available Funds Cap:
      With
      respect to the Class M Certificates as of any Distribution Date, a per annum
      rate equal to the weighted average of the Group I Available Funds Cap and the
      Group II Available Funds Cap, weighted on the basis of the Group Subordinate
      Amount for the Group 1 Mortgage Loans and the Group Subordinate Amount for
      the
      Group II Mortgage Loans.

     

    Class M
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Class M
      Principal Payment Amount:
      With
      respect to any Distribution Date and any Class of Class M Certificates
      is the lesser of (i) the excess of (a) the Principal Payment Amount
      over (b) the aggregate amount distributed on that Distribution Date as
      principal to all Classes of Certificates more senior than that Class of
      Class M Certificates and (ii) the excess of (a) the sum of the aggregate
      Class Certificate Balances of all Class of Certificates more senior
      than that Class of Class M Certificates (after giving effect to all
      amounts distributed on that Distribution Date to those Classes of more senior
      certificates) and the Class Certificate Balance of that Class of
      Class M Certificates immediately prior to that Distribution Date over (b)
      the lesser of:

     

    (x) the
      percentage set forth in the table below for the applicable Class of
      Class M Certificates multiplied by the aggregate Stated Principal Balance
      of the Mortgage Loans for that Distribution Date:


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    
 

    


    
      	
               

              Class

            	 	
               

              Percentage

            
	
              M-1

            	 	
              68.50%

            
	
              M-2

            	 	
              74.80%

            
	
              M-3

            	 	
              78.70%

            
	
              M-4

            	 	
              82.10%

            
	
              M-5

            	 	
              85.40%

            
	
              M-6

            	 	
              88.40%

            
	
              M-7

            	 	
              91.20%

            
	
              M-8

            	 	
              93.50%

            
	
              M-9

            	 	
              95.30%

            
	
              M-10

            	 	
              96.70%

            
	
              M-11

            	 	
              98.70%

            


    

     

    and

     

    (y) the
      excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
      for that Distribution Date over 0.50% of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the Cut-off Date, until the Class Certificate
      Balance of that Class of Class M Certificates has been reduced to
      zero.

     

    Class M-1
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-1”.

     

    Class M-2
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-2”.

     

    Class M-3
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-3”.

     

    Class M-4
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-4”.

     

    Class M-5
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-5”.

     

    Class M-6
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-6”.

     

    Class M-7
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-7”.

     

    Class M-8
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-8”.

     

    Class M-9
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-9”.

     

    Class M-10
      Certificates:
      All
      Certificates bearing the Class designation of
“Class M-10”.


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Class M-11
      Certificates:
      All
      Certificates bearing the Class designation of “Class M-11”.

     

    Class P
      Certificates:
      All
      Certificates bearing the Class designation of “Class P”.

     

    Class R
      Certificates:
      All
      Certificates bearing the Class designation of “Class R”.

     

    Class P
      Principal Amount:
      As of
      the Closing Date, $100.00.

     

    Class X
      Certificates:
      All
      Certificates bearing the Class designation of “Class X”.

     

    Class
      X Distributable Amount:
      With
      respect to any Distribution Date, the amount of interest that has accrued on
      the
      Class X Notional Balance, as described in the Preliminary Statement, but that
      has not been distributed prior to such date. In addition, such amount shall
      include the initial Overcollateralization Amount of $2,143,000.35 ($2,143,100.35
      less $100 of such amount allocated to the Class P Certificates) to the extent
      such amount has not been distributed on an earlier Distribution Date as part
      of
      the Overcollateralization Reduction Amount.

     

    Class
      X Notional Balance:
      With
      respect to
      any
      Distribution Date (and the related Interest Accrual Period) the aggregate
      principal balance of the regular interests in REMIC 3 as specified in the
      Preliminary Statement hereto.

     

    Closing
      Date:
      March
      7, 2006.

     

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

     

    Collection
      Account:
      As
      defined in Section 3.10(a).


     

    Commission:
      The
      United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      For any
      Distribution Date, the lesser of (a) the amount, if any, by which the
      Prepayment Interest Shortfall, if any, for such Distribution Date, with respect
      to all voluntary Principal Prepayments (excluding any payments made upon
      liquidation of any Mortgage Loan) exceeds all Prepayment Interest Excesses
      for
      such Distribution Date, and (b) the aggregate amount of the Servicing Fee
      actually retained by or paid to the Servicer for such Distribution
      Date.

     

    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation.

     

    Controlling
      Person:
      With
      respect to any Person, any other Person who “controls” such Person within the
      meaning of the Securities Act.


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    Corporate
      Trust Office:
      With
      respect to the Securities Administrator, (i) for transfer, presentation or
      surrender of Certificates, the office at Wells Fargo Center, Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
      Services - (HASCO) HASCO 2006-NC1, and (ii) for all other purposes, 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services
      -
      (HASCO) HASCO 2006-NC1 or at such other address as the Securities Administrator
      may designate from time to time by notice to the Certificateholders, the
      Depositor, the Master Servicer and the Trustee. With respect to the Trustee,
      the
      designated office of the Trustee in the State of California at which any
      particular time its corporate trust business with respect to this Agreement
      is
      administered, which office at the date of the execution of this Agreement is
      located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
      Attention: Trust Administration - TBP, facsimile number (714) 247-6329, and
      its
      telephone number is (714) 247-6000 and which is also the address to which
      notices to and correspondence with the Trustee under this Agreement should
      be
      directed. 

     

    Corresponding
      Class:
      As
      described in the Preliminary Statement.

     

    Credit
      Enhancement Percentage:
      With
      respect to any Distribution Date, the percentage obtained by dividing
      (x) the sum of (i) the aggregate Class Certificate Balance of the
      Class M Certificates and (ii) the Overcollateralization Amount
      (assuming the Overcollateralization Amount is not less than zero and in each
      case after taking into account the distributions of the Principal Payment Amount
      for such Distribution Date assuming no Trigger Event has occurred) by
      (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
      Distribution Date.

     

    Credit
      Risk Manager:
      Not
      applicable.

     

    Credit
      Risk Management Agreement:
      Not
      applicable.

     

    Credit
      Risk Manager’s Fee Rate:
      Not
      applicable.

     

    Cumulative
      Loss Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      the
      numerator of which is the aggregate amount of Realized Losses incurred from
      the
      Cut-off Date to the last day of the calendar month preceding the month in which
      such Distribution Date occurs and the denominator of which is the Cut-off Date
      Pool Principal Balance of the Mortgage Loans.

     

    Cumulative
      Loss Trigger Event:
      If,
      with respect to any Distribution Date, the quotient (expressed as a
      percentage) of (x) the aggregate amount of Realized Losses incurred since
      the Cut-off Date through the last day of the related Prepayment Period, divided
      by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable loss
      percentages set forth below with respect to such Distribution
      Date:


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

     

    

      
        	
                Distribution
                  Date Occurring In:

              	 	
                Loss
                  Percentage:

              
	 	 	 
	
                March
                  2008 through 

              	 	
                1.10%
                  for the first month, plus an additional 1/12th of 

              
	
                February
                  2009

              	 	
                1.35%
                  for each month thereafter

              
	 	 	 
	
                March
                  2009 through 

              	 	
                2.45%
                  for the first month, plus an additional 1/12th of 

              
	
                February
                  2010 

              	 	
                1.35%
                  for each month thereafter

              
	 	 	 
	
                March
                  2010 through 

              	 	
                3.80%
                  for the first month, plus an additional 1/12th of 

              
	
                February
                  2011 

              	 	
                1.10%
                  for each month thereafter 

              
	 	 	 
	
                March
                  2011 through 

              	 	
                4.90%
                  for the first month, plus an additional 1/12th of 

              
	
                February
                  2012 

              	 	
                0.50%
                  for each month thereafter 

              
	 	 	 
	
                March
                  2012 and thereafter 

              	 	
                5.40%
                  

              


      

    

     

    Custodial
      File:
      The
      meaning assigned to such term in Section 2.01(a).

     

    Custodian:
      Initially, Deutsche Bank, or any successor custodian appointed
      hereunder.

     

    Cut-off
      Date:
      February 1, 2006.

     

    Cut-off
      Date Pool Principal Balance:
      The
      aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off
      Date.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the Stated Principal Balance thereof as of the close of
      business on the Cut-off Date.

     

    Data
      Tape Information:
      With
      respect to each Mortgage Loan, the same information (provided as of the Cut-off
      Date) included in the data fields specified under the definition of “Mortgage
      Loan Schedule” in the Master MLPISA, with such additions and modifications as
      agreed upon by the Originator and the Depositor. A copy of the Master MLPISA
      is
      attached as Exhibits Q hereto.

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation of the related Mortgaged Property
      by a
      court of competent jurisdiction in an amount less than then outstanding
      principal balance of the Mortgage Loan, which valuation results from a
      proceeding initiated under the United States Bankruptcy Code.


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    Definitive
      Certificates:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

     

    Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Deleted
      Mortgage Loan:
      As
      defined in Section 2.03.

     

    Delinquency
      Rate:
      For any
      calendar month, a fraction, expressed as a percentage, the numerator of which
      is
      the aggregate Stated Principal Balance of 60+ Day Delinquent Mortgage Loans
      as
      of the close of business on the last day of such month, and the denominator
      of
      which is the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      close of business on the last day of such month.

     

    Delinquency
      Trigger Event:
      With
      respect to any Distribution Date, the circumstances in which the Rolling Three
      Month Delinquency Rate as of the last day of the immediately preceding calendar
      month exceeds 38.95% of the Credit Enhancement Percentage for the Class A
      Certificates.

     

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

     

    Depositor:
      HSI
      Asset Securitization Corporation, a Delaware corporation, and its successors
      in
      interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is CEDE & Co., as the registered Holder of the Book-Entry Certificates.
      The Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

     

    Depository
      Institution:
      Any
      depository institution or trust company, including the Trustee and the
      Securities Administrator, that (a) is incorporated under the laws of the
      United States of America or any State thereof, (b) is subject to
      supervision and examination by federal or state banking authorities and
      (c) has outstanding unsecured commercial paper or other short-term
      unsecured debt obligations that are rated P-1 by Moody’s, F1+ by Fitch and A-1
      by Standard & Poor’s.

     

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

     

    Derivative
      Counterparty:
      Collectively, the Cap Counterparty and the Swap Counterparty.


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

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

     

    Derivative
      Payment Date:
      For so
      long as either the Cap Agreement or the Swap Agreement is in effect, the
      Business Day preceding each Distribution Date.

     

    Deutsche
      Bank:
      Deutsche Bank National Trust Company.

     

    Determination
      Date:
      With
      respect to each Remittance Date, the 15th day (or if such day is not a Business
      Day, the immediately preceding Business Day) in the calendar month in which
      such
      Remittance Date occurs.

     

    Disqualified
      Non-U.S. Person:
      With
      respect to a Class R Certificate, any Non-U.S. Person or agent thereof
      other than (i) a Non-U.S. Person that holds the Class R Certificate in
      connection with the conduct of a trade or business within the United States
      and
      has furnished the transferor and the Securities Administrator with an effective
      IRS Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the
      transferor and the Securities Administrator an opinion of a nationally
      recognized tax counsel to the effect that the transfer of the Class R
      Certificate to it is in accordance with the requirements of the Code and the
      regulations promulgated thereunder and that such transfer of the Class R
      Certificate will not be disregarded for federal income tax
      purposes.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.07(d) in the name of the Securities Administrator as
      paying agent for the benefit of the Trustee and the Certificateholders and
      designated “Wells Fargo Bank, N.A. as paying agent in trust for registered
      holders of HSI Asset Securitization Corporation Trust 2006-NC1 Mortgage
      Pass-Through Certificates, Series 2006-NC1”. Funds in the Distribution
      Account shall be held in trust for the Certificateholders for the uses and
      purposes set forth in this Agreement.

     

    Distribution
      Account Deposit Date:
      As to
      any Distribution Date, 12:00 noon New York City time on the third Business
      Day
      immediately preceding such Distribution Date.

     

    Distribution
      Date:
      The
      25th day of each calendar month, or if such day is not a Business Day, the
      next
      succeeding Business Day, commencing in March 2006.

     

    Document
      Certification and Exception Report:
      The
      form of report attached to Exhibit F hereto.

     

    Due
      Date:
      The day
      of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive
      of any days of grace.

     

    Due
      Period:
      With
      respect to any Distribution Date, the period commencing on the second day of
      the
      calendar month preceding the month in which such Distribution Date occurs and
      ending on the first day of the calendar month in which such Distribution Date
      occurs.


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    EDGAR:
      The
      Commission’s Electronic Data Gathering and Retrieval System.

     

    Eligible
      Account:
      Either
      (i) an account maintained with a federal or state-chartered depository
      institution or trust company that complies with the definition of Eligible
      Institution, (ii) an account maintained with the corporate trust department
      of a
      federal depository institution or state-chartered depository institution subject
      to regulations regarding fiduciary funds on deposit similar to Title 12 of
      the
      U.S. Code of Federal Regulation Section 9.10(b), which, in either case, has
      corporate trust powers and is acting in its fiduciary capacity or (iii) any
      other account acceptable to each Rating Agency. Eligible Accounts may bear
      interest, and may include, if otherwise qualified under this definition,
      accounts maintained with the Securities Administrator.

     

    Eligible
      Institution:
      A
      federal or state-chartered depository institution or trust company the
      commercial paper, short-term debt obligations, or other short-term deposits
      of
      which are rated at least “A-1+” by Standard & Poor’s if the amounts on
      deposit are to be held in the account for no more than 365 days (or at least
      “A-2” if the amounts on deposit are to be held in the account for no more than
      30 days), “P-1” by Moody’s and “F1+” by Fitch (or a comparable rating if another
      Rating Agency is specified by the Depositor by written notice to each of the
      Servicer and the Securities Administrator) or long-term unsecured debt
      obligations are rated at least “AA-” by Standard & Poor’s if the amounts on
      deposit are to be held in the account for no more than 365 days.

     

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

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of Prohibited Transaction Exemption (“PTE”) 96-84,
      61 Fed. Reg. 58234 (1996), as amended by PTE 97-34, 62 Fed. Reg. 39021
      (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000) and PTE 2002-41, 67 Fed.
      Reg. 54487 (2002) (or any successor thereto), or any substantially
      similar administrative exemption granted by the U.S. Department of
      Labor.

     

    ERISA-Restricted
      Certificate:
      As
      specified in the Preliminary Statement.

     

    ERISA-Restricted
      Derivative Certificate:
      As
      specified in the Preliminary Statement.

     

    Escrow
      Account:
      The
      Eligible Account or Accounts established and maintained by the Servicer pursuant
      to Section 3.09(b).

     

    Escrow
      Payments:
      As
      defined in Section 3.09(b).

     

    Event
      of Default:
      As
      defined in Section 7.01.

     

    Excess
      Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Amount on such Distribution Date over (b) the
      Overcollateralization Target Amount for such Distribution Date.


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    Excess
      Reserve Fund Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Sections 3.07(b) and 3.07(c) in the name of the Securities
      Administrator as paying agent for the benefit of the LIBOR Certificateholders
      and the Class X Certificateholders and designated “Wells Fargo Bank, N.A. as
      paying agent in trust for registered holders of HSI Asset Securitization
      Corporation Trust 2006-NC1, Mortgage Pass-Through Certificates,
      Series 2006-NC1”. Funds in the Excess Reserve Fund Account shall be held in
      trust for such Certificateholders for the uses and purposes set forth in this
      Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not
      be
      invested. The Excess Reserve Fund Account shall be considered part of the Trust
      Fund but not the part of any REMIC.

     

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

     

    Excluded
      Trust Assets:
      As
      defined in the Preliminary Statement.

     

    Expense
      Adjusted Mortgage Rate:
      With
      respect to any Distribution Date and as to each Mortgage Loan, the per annum
      rate equal to the Mortgage Rate as of the first day of the related Due Period
      less the Expense Fee Rate.

     

    Expense
      Fee Rate:
      As to
      each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee
      Rate
      and the Master Servicing Fee Rate.

     

    Expense
      Fees:
      As to
      each Mortgage Loan and any Distribution Date, the sum of the Servicing Fee
      and
      the Master Servicing Fee.

     

    Extra
      Principal Payment Amount:
      As of
      any Distribution Date, the lesser of (x) the related Total Monthly Excess
      Spread for such Distribution Date and (y) the related Overcollateralization
      Deficiency for such Distribution Date.

     

    Fannie
      Mae:
      The
      Federal National Mortgage Association, or any successor thereto.

     

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

     

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

     

    Final
      Scheduled Distribution Date:
      The
      Final Scheduled Distribution Date for each Class of Certificates is the
      Distribution Date occurring in November 2035.

     

    Fitch:
      Fitch,
      Inc., or any successor thereto. If Fitch is designated as a Rating Agency in
      the
      Preliminary Statement, for purposes of Section 12.05(c) the address for
      notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New
      York 10004, Attention: MBS Monitoring - HASCO (HSI Asset Securitization
      Corporation Trust 2006-NC1), or such other address as Fitch may hereafter
      furnish to the Depositor and the Securities Administrator.


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Fixed
      Rate Mortgage Loan:
      A
      Mortgage Loan with respect to which the Mortgage Rate set forth in the Mortgage
      Note is fixed for the term of such Mortgage Loan.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 8.12(a)(iii).

     

    Freddie
      Mac:
      The
      Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
      United States created and existing under Title III of the Emergency Home
      Finance Act of 1970, as amended, or any successor thereto.

     

    Gross
      Margin:
      With
      respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
      set
      forth in the related Mortgage Note to be added to the Index to determine the
      Mortgage Rate.

     

    Group I
      Available Funds Cap:
      With
      respect to the Group I Mortgage Loans as of any Distribution Date, the per
      annum
      rate (subject to adjustment based on the actual number of days elapsed in the
      related Interest Accrual Period) equal to (x) the weighted average of the
      Expense Adjusted Mortgage Rate for each Group I Mortgage Loan then in effect
      on
      the beginning of the related Due Period (not including for this purpose any
      Group I Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution Date)
minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the portion of the Net Derivative Payment or Swap Termination Payment
      allocated to the Group I Mortgage Loans based on the applicable Group Percentage
      (other than a Swap Termination Payment caused by the Derivative Counterparty)
      made to the Derivative Counterparty and the denominator of which is equal to
      the
      Stated Principal Balance of the Group I Mortgage Loans and (ii) 12.

     

    Group I
      Certificates:
      The
      Class I-A Certificates.

     

    Group I
      Mortgage Loans:
      The
      Mortgage Loans identified on the Mortgage Loan Schedule as Group I Mortgage
      Loans.

     

    Group I
      Principal Payment Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, the Principal
      Payment Amount multiplied by the Group Principal Allocation Percentage for
      the Group I Certificates.

     

    Group I
      Senior Principal Payment Amount:
      With
      respect to any Distribution Date, the lesser of (i) the Group I Principal
      Payment Amount for that Distribution Date and (ii) the excess of (a) the
      aggregate Class Certificate Balance of the Group I Certificates
      immediately prior to that Distribution Date over (b) the lesser of
      (x) 61.50% of the aggregate Stated Principal Balance of the Group I
      Mortgage Loans for that Distribution Date and (y) the excess, if any, of
      the aggregate Stated Principal Balance of the Group I Mortgage Loans for
      that Distribution Date over 0.50% of the aggregate State Principal Balance
      of
      the Group I Mortgage Loans as of the Cut-off Date.


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    Group II
      Available Funds Cap:
      With
      respect to the Group II Mortgage Loans as of any Distribution Date, the per
      annum rate (subject to adjustment based on the actual number of days elapsed
      in
      the related Interest Accrual Period) equal to (x) the weighted average of the
      Expense Adjusted Mortgage Rate of the Group II Mortgage Loans then in effect
      at
      the beginning of the related Due Period (not including for this purpose any
      Group II Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution Date
minus
      (y) a
      percentage equal to the product of (i) a fraction, the numerator of which is
      equal to the portion of the Net Derivative Payment or Swap Termination Payment
      allocated to the Group II Certificates based on the applicable Group Percentage
      (other than a Swap Termination Payment caused by the Derivative Counterparty)
      made to the Derivative Counterparty and the denominator of which is equal to
      the
      aggregate Stated Principal Balance of the Group II Mortgage Loans and (ii)
      12.

     

    Group II
      Certificates:
      The
      Class II-A Certificates.

     

    Group II
      Mortgage Loans:
      The
      Mortgage Loans identified on the Mortgage Loan Schedule as Group II
      Mortgage Loans.

     

    Group II
      Principal Payment Amount:
      With
      respect to any Distribution Date, the Principal Payment Amount multiplied by
      the
      Group Principal Allocation Percentage for the Group II
      Certificates.

     

    Group II
      Senior Principal Payment Amount:
      With
      respect to any Distribution Date, the lesser of (i) the Group II Principal
      Payment Amount for that Distribution Date and (ii) the excess of (a) the
      aggregate Class Certificate Balance of the Group II Certificates
      immediately prior to that Distribution Date over (b) the lesser of
      (x) 61.50% of the aggregate Stated Principal Balance of the Group II
      Mortgage Loans for that Distribution Date and (y) the excess, if any, of
      the aggregate Stated Principal Balance of the Group II Mortgage Loans for
      that Distribution Date over 0.50% of the aggregate State Principal Balance
      of
      the Group II Mortgage Loans as of the Cut-off Date.

     

    Group Available
      Funds Cap:
      The
      Group I Available Funds Cap or the Group II Available Funds Cap, as
      applicable.

     

    Group
      Percentage:
      For
      any
      Distribution Date and for each of the Group I Mortgage Loans and the Group
      II
      Mortgage Loans, a fraction (expressed as a percentage) the numerator of which
      is
      the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group
      and the denominator of which is equal to the aggregate Stated Principal Balance
      of all the Mortgage Loans as of such date.

     

    Group Principal
      Allocation Percentage:
      With
      respect to any Distribution Date, the percentage equivalent of a fraction,
      determined as follows:

     

    (i) with
      respect to the Group I Certificates, a fraction, the numerator of which is
      the portion of the Principal Remittance Amount for that Distribution Date that
      is attributable to the principal received or advanced on the Group I
      Mortgage Loans and the denominator of which is the Principal Remittance Amount
      for that Distribution Date; and


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (ii) with
      respect to the Group II Certificates, a fraction, the numerator of
      which is the portion of the Principal Remittance Amount for that Distribution
      Date that is attributable to the principal received or advanced on the
      Group II Mortgage Loans and the denominator of which is the Principal
      Remittance Amount for that Distribution Date.

     

    Group Subordinate
      Amount:
      For any
      Distribution Date and (i) for the Group I Mortgage Loans, the excess
      of the aggregate Stated Principal Balance of the Group I Mortgage Loans as
      of the beginning of the related Due Period over the Class Certificate
      Balance of the Class I-A Certificates immediately prior to the current
      Distribution Date and (ii) for the Group II Mortgage Loans, the excess
      of the aggregate Stated Principal Balance of the Group II Mortgage Loans as
      of the beginning of the related Due Period over the aggregate
      Class Certificate Balance of the Class II-A Certificates immediately
      prior to such Distribution Date.

     

    Independent:
      When
      used with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Commission’s Regulation S-X. Independent means,
      when used with respect to any other Person, a Person who (A) is in fact
      independent of another specified Person and any Affiliate of such other Person,
      (B) does not have any material direct or indirect financial interest in such
      other Person or any Affiliate of such other Person, (C) is not connected with
      such other Person or any Affiliate of such other Person as an officer, employee,
      promoter, underwriter, trustee, partner, director or Person performing similar
      functions and (D) is not a member of the immediate family of a Person defined
      in
      clause (B) or (C) above.

     

    Index:
      As to
      each Adjustable Rate Mortgage Loan, the six-month LIBOR index from time to
      time
      in effect for the adjustment of the Mortgage Rate as set forth in the related
      Mortgage Note.

     

    Initial
      Certification:
      As
      defined in Section 2.02.

     

    Initial
      Sale Date:
      The
      date the Mortgage Loan was purchased by the Sponsor from the Mortgage Loan
      Seller under the Master MLPISA.

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including, but not limited to, any standard hazard insurance policy, flood
      insurance policy, earthquake insurance policy, title insurance policy or Primary
      Mortgage Insurance Policy (if any), including all riders and endorsements
      thereto in effect, including any replacement policy or policies.

     

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

     

    Interest
      Accrual Period:
      With
      respect to each Class of LIBOR Certificates and the Corresponding
      Class of Lower Tier REMIC Regular Interests and any Distribution Date, the
      period commencing on the Distribution Date occurring in the month preceding
      the
      month in which the current Distribution Date occurs and ending on the day
      immediately preceding the current Distribution Date (or, in the case of the
      first Distribution Date, the period from and including the Closing Date to
      but
      excluding such first Distribution Date). For purposes of computing interest
      accruals on each Class of LIBOR Certificates, each Interest Accrual Period
      has the actual number of days in such month and each year is assumed to have
      360 days. 


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    Interest
      Carry Forward Amount:
      As of
      any Distribution Date and any Class of LIBOR Certificates, the sum of (i)
      the excess of (a) the sum of (x) the Interest Payment Amount with respect
      to the current Distribution Date (excluding any Basis Risk Carryover Amount
      with
      respect to such Class), plus (y) the portion of the Interest Payment Amount
      from
      Distribution Dates prior to the current Distribution Date remaining unpaid
      immediately prior to the current Distribution Date, over (b) the amount
      actually paid to such Class with respect to interest on such prior
      Distribution Dates, and (ii) interest on the amount in clause (i) above at
      the
      applicable Interest Rate (to the extent permitted by applicable
      law).

     

    Interest
      Margin:
      Except
      as set forth in the following sentence, with respect to each Class of
      Regular Certificates, the following percentages: Class I-A Certificates,
      0.210%; Class II-A Certificates, 0.220%; Class M-1 Certificates,
      0.400%; Class M-2 Certificates, 0.420%; Class M-3 Certificates,
      0.440%; Class M-4 Certificates, 0.540%; Class M-5 Certificates,
      0.570%; Class M-6 Certificates, 0.700%, Class M-7 Certificates,
      1.000%, Class M-8 Certificates, 1.000%, Class M-9 Certificates,
      1.000%, Class M-10 Certificates, 1.000% and Class M-11 Certificates,
      1.000% Certificates, 2.000%. On the first Distribution Date after the Optional
      Termination Date, the Interest Margins shall increase to the following
      percentages: Class I-A Certificates, 0.210%; Class II-A Certificates,
      0.220%; Class M-1 Certificates, 0.400%; Class M-2 Certificates,
      0.420%; Class M-3 Certificates, 0.440%; Class M-4 Certificates,
      0.540%; Class M-5 Certificates, 0.570%; Class M-6 Certificates,
      0.700%, Class M-7 Certificates, 1.000%, Class M-8 Certificates,
      1.000%, Class M-9 Certificates, 1.000%, Class M-10 Certificates,
      1.500% and Class M-11 Certificates, 1.500%.

     

    Interest
      Payment Amount:
      With
      respect to any Distribution Date for each Class of LIBOR Certificates, the
      amount of interest accrued during the related Interest Accrual Period at the
      applicable Interest Rate on the related Class Certificate Balance
      immediately prior to such Distribution Date, as reduced by such Class’s share of
      Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
      Distribution Date allocated to such Class pursuant to
      Section 4.02.

     

    Interest
      Rate:
      For
      each Class of Certificates, each Class of Upper Tier REMIC Regular
      Interest and each Class of Lower Tier REMIC Regular Interest, the per annum
      rate set forth or calculated in the manner described in the Preliminary
      Statement.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date and the Mortgage Loans in a Loan Group, that
      portion of Available Funds attributable to interest relating to Mortgage Loans
      in that Loan Group.

     

    Investment
      Account:
      As
      defined in Section 3.12(a).

     

    Investor:
      With
      respect to each MERS Designated Mortgage Loan, the Person named on the MERS
      System as the investor pursuant to the MERS Procedures Manual.

     

    IRS:
      The
      Internal Revenue Service.


    
      
        
        

      

      
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    JPMorgan:
      JPMorgan Chase Bank, National Association and its successors and
      assigns.

     

    Late
      Collections:
      With
      respect to any Mortgage Loan and any Due Period, all amounts received after
      the
      Determination Date immediately following such Due Period, whether as late
      payments of Scheduled Payments or as Insurance Proceeds, Condemnation Proceeds,
      Liquidation Proceeds, Subsequent Recoveries or otherwise, which represent late
      payments or collections of principal and/or interest due (without regard to
      any
      acceleration of payments under the related Mortgage and Mortgage Note) but
      delinquent for such Due Period and not previously recovered.

     

    LIBOR:
      With
      respect to any Interest Accrual Period for the LIBOR Certificates, the rate
      determined by the Securities Administrator on the related LIBOR Determination
      Date on the basis of the offered rate for one-month U.S. dollar deposits as
      such
      rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such
      date; provided,
      that if
      such rate does not appear on Telerate Page 3750, the rate for such date
      will be determined on the basis of the rates at which one-month U.S. dollar
      deposits are offered by the Reference Banks at approximately 11:00 a.m.
      (London time) on such date to prime banks in the London interbank market. In
      such event, the Securities Administrator shall request the principal London
      office of each of the Reference Banks to provide a quotation of its rate. If
      at
      least two such quotations are provided, the rate for that date will be the
      arithmetic mean of the quotations (rounded upwards if necessary to the nearest
      whole multiple of 1/16%). If fewer than two quotations are provided as
      requested, the rate for that date will be the arithmetic mean of the rates
      quoted by major banks in New York City, selected by the Securities Administrator
      (after consultation with the Depositor), at approximately 11:00 a.m. (New
      York City time) on such date for one-month U.S. dollar loans to leading European
      banks.

     

    LIBOR
      Certificates:
      As
      specified in the Preliminary Statement.

     

    LIBOR
      Determination Date:
      With
      respect to any Interest Accrual Period for the LIBOR Certificates, the second
      London Business Day preceding the commencement of such Interest Accrual
      Period.

     

    Liquidated
      Mortgage Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan (including any
      REO
      Property) which was liquidated in the calendar month preceding the month of
      such
      Distribution Date and as to which the Servicer has certified to the Securities
      Administrator that it has received all amounts it expects to receive in
      connection with the liquidation of such Mortgage Loan including the final
      disposition of an REO Property.

     

    Liquidation
      Proceeds:
      Cash
      received in connection with the liquidation of a Liquidated Mortgage Loan,
      whether through a trustee’s sale, foreclosure sale or otherwise.

     

    Loan
      Group:
      The
      Group I Mortgage Loans or the Group II Mortgage Loans, as
      applicable.

     

    Loan-to-Value
      Ratio
      or
LTV:
      As of
      any date and as to any Mortgage Loan, the ratio (expressed as a
      percentage) of the outstanding principal balance of the Mortgage Loan to
      (a) in the case of a purchase, the lesser of (i) the sale price of the
      Mortgaged Property and (ii) its appraised value at the time of sale or
      (b) in the case of a refinancing or modification, the appraised value of
      the Mortgaged Property at the time of the refinancing or
      modification.


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    London
      Business Day:
      Any day
      on which dealings in deposits of United States dollars are transacted in the
      London interbank market.

     

    Lower
      Tier REMIC:
      As
      described in the Preliminary Statement.

     

    Master
      MLPISA:
      The
      Amended and Restated Master Mortgage Loan Purchase and Interim Servicing
      Agreement, among the Mortgage Loan Seller, New Century Mortgage Corporation,
      as
      interim servicer, and the Sponsor, as initial purchaser, dated as of March
      1,
      2006 (for first and second lien, fixed and adjustable rate mortgage
      loans).

     

    Master
      Servicer:
      Wells
      Fargo, and if a successor master servicer is appointed hereunder, such
      successor.

     

    Master
      Servicer Event of Default:
      As
      defined in Section 9.06.

     

    Master
      Servicing Fee:
      As to
      any Distribution Date and each Mortgage Loan, an amount equal to
      1/12th
      the
      product of (a) the Master Servicing Fee Rate and (b) the outstanding Stated
      Principal Balance of such Mortgage Loan as of the prior Distribution Date (or
      as
      of the Cut-off Date in the case of the first Distribution Date).

     

    Master
      Servicing Fee Rate:
      With
      respect to any Mortgage Loan, a per annum rate equal to 0.005%.

     

    Master
      Servicing Officer:
      Any
      officer of the Master Servicer involved in, or responsible for, the
      administration and master servicing of the Mortgage Loans.

     

    Maximum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth
      on the Data Tape Information and in the related Mortgage Note and (ii) is
      the maximum interest rate to which the Mortgage Rate on such Mortgage Loan
      may
      be increased during the lifetime of such Mortgage Loan.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and
      its
      successors in interest.

     

    MERS
      Designated Mortgage Loan:
      Mortgage Loans for which (a) the Originator has designated or will
      designate MERS as, and has taken or will take such action as is necessary to
      cause MERS to be, the mortgagee of record, as nominee for the Originator, in
      accordance with the MERS Procedure Manual and (b) the Originator has
      designated or will designate the Trustee as the Investor on the MERS
      System.

     

    MERS
      Procedure Manual:
      The
      MERS Procedures Manual, as it may be amended, supplemented or otherwise modified
      from time to time.

     

    MERS®
      System:
      MERS
      mortgage electronic registry system, as more particularly described in the
      MERS
      Procedures Manual.


    
      
        
        

      

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

     

    Minimum
      Mortgage Rate:
      With
      respect to each Adjustable Rate Mortgage Loan, a rate that (i) is set forth
      on the Data Tape Information and in the related Mortgage Note and (ii) is
      the minimum interest rate to which the Mortgage Rate on such Mortgage Loan
      may
      be decreased during the lifetime of such Mortgage Loan.

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 4.03.

     

    Moody’s:
      Moody’s
      Investors Service, Inc. If Moody’s is designated as a Rating Agency in the
      Preliminary Statement, for purposes of Section 12.05(c) the address for
      notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007, Attention: Residential Mortgage Pass-Through Group,
      HASCO (HSI Asset Securitization Corporation Trust Series 2006-NC1), or such
      other address as Moody’s may hereafter furnish to the Depositor and the
      Securities Administrator.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument identified on the Mortgage Loan
      Schedule as securing a Mortgage Note.

     

    Mortgage
      File:
      The
      items pertaining to a particular Mortgage Loan contained in either the Servicing
      File or Custodial File.

     

    Mortgage
      Loan:
      An
      individual Mortgage Loan that is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      Mortgage Loan Schedule, which Mortgage Loan includes, without limitation, the
      Mortgage File, the Scheduled Payments, Principal Prepayments, Liquidation
      Proceeds, Subsequent Recoveries, Condemnation Proceeds, Insurance Proceeds,
      REO
      Disposition proceeds, Prepayment Charges, and all other rights, benefits,
      proceeds and obligations arising from or in connection with such Mortgage Loan,
      excluding replaced or repurchased Mortgage Loans.

     

    Mortgage
      Loan Schedule:
      A
      schedule of Mortgage Loans prepared by the Depositor, delivered to the Trustee
      on the Closing Date and referred to on Schedule I, such schedule setting
      forth for each Loan Group the Data Tape Information with respect to each
      Mortgage Loan.

     

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

     

    Mortgage
      Rate:
      The
      annual rate of interest borne on a Mortgage Note, which shall be adjusted from
      time to time.

     

    Mortgaged
      Property:
      With
      respect to each Mortgage Loan, the real property (or leasehold estate, if
      applicable) identified on the Mortgage Loan Schedule as securing repayment
      of
      the debt evidenced by the related Mortgage Note.


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    Mortgagor:
      The
      obligor(s) on a Mortgage Note.

     

    Net
      Derivative Payment:
      The net
      payment required to be made on the Derivative Payment Date either by (a) the
      Supplemental Interest Trust to the Derivative Counterparty, to the extent that
      the fixed amount payable by the Supplemental Interest Trust under the terms
      of
      the Swap Agreement exceeds the sum of (1) the corresponding floating amount
      payable by the Derivative Counterparty under the terms of the Swap Agreement
      and
      (2) any amounts payable by the Derivative Counterparty under the Cap Agreement,
      or (b) the Derivative Counterparty to the Supplemental Interest Trust, to the
      extent that the sum of (1) of the floating amount payable by the Derivative
      Counterparty under the terms of the Swap Agreement and (2) any such amount
      payable by the Derivative Counterparty under the Cap Agreement exceeds the
      corresponding fixed amount payable by the Supplemental Interest Trust under
      the
      terms of the Swap Agreement, plus in the case of a payment made under either
      clause (a) or clause (b) any unpaid amounts due under such clause from previous
      Derivative Payment Dates, and accrued interest thereon as provided in the
      applicable Derivative Agreement, as calculated by the Derivative Counterparty
      and furnished to the Securities Administrator.

     

    Net
      Monthly Excess Cash Flow:
      For any
      Distribution Date, the amount of interest and principal remaining for
      distribution pursuant to subsection 4.02(a)(iii) (before giving effect to
      distributions pursuant to such subsection).

     

    Net
      Prepayment Interest Shortfall:
      For any
      Distribution Date, the amount by which the sum of the Prepayment Interest
      Shortfalls for such Distribution Date exceeds the sum of Compensating Interest
      payments made with respect to such Distribution Date.

     

    Net
      Swap Payment:
      With
      respect to each Swap Payment Date, the net payment (not including any Swap
      Termination Payment) required to be made pursuant to the terms of the Swap
      Agreement plus any unpaid amounts due on previous Swap Payment Dates and accrued
      interest thereon as provided in the Swap Agreement, as calculated by the Swap
      Counterparty and furnished to the Securities Administrator.

     

    Net
      WAC Rate:
      With
      respect to any Distribution Date (and the related Interest Accrual Period),
      a
      per annum rate equal to the weighted average of the Net Mortgage Rates of the
      Mortgage Loans as of the first day of the related Due Period (not including
      for
      this purpose Mortgage Loans for which Principal Prepayments in Full have been
      received and distributed in the month prior to that Distribution
      Date).

     

    NIM
      Issuer:
      The
      entity established as the issuer of the NIM Securities.

     

    NIM
      Securities:
      Any
      debt securities secured or otherwise backed by some or all of the Class X
      and Class P Certificates that are rated by any Rating Agency.

     

    NIM
      Trustee:
      The
      Indenture trustee for the NIM Securities.

     

    Non-Delay
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Non-Permitted
      Transferee:
      A
      Person other than a Permitted Transferee.


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    Non-U.S.
      Person:
      A
      person that is not a U.S. Person.

     

    Nonrecoverable
      P&I Advance:
      Any
      P&I Advance previously made or proposed to be made in respect of a Mortgage
      Loan or REO Property that, in the good faith business judgment (taking into
      account Accepted Servicing Practices) of the Servicer, the Master Servicer,
      as
      successor servicer, or any successor master servicer including the Trustee,
      as
      applicable, will not or, in the case of a proposed P&I Advance, would not be
      ultimately recoverable from related Late Collections on such Mortgage Loan
      or
      REO Property as provided herein.

     

    Nonrecoverable
      Servicing Advance:
      Any
      Servicing Advances previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property, which, in accordance with Accepted Servicing
      Practices, will not or, in the case of a proposed Servicing Advance, would
      not
      be ultimately recoverable from related Late Collections. 

     

    Notice
      of Final Distribution:
      The
      notice to be provided by the Securities Administrator pursuant to
      Section 11.02 to the effect that final distribution on any of the
      Certificates shall be made only upon presentation and surrender
      thereof.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Officer’s
      Certificate:
      A
      certificate signed by an officer of the Servicer or the Master Servicer, as
      applicable, with responsibility for the servicing of the Mortgage Loans and
      listed on a list delivered to the Trustee and the Securities Administrator
      pursuant to this Agreement.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be in-house counsel for the Servicer or
      any
      Subservicer, reasonably acceptable to the Trustee and/or the Securities
      Administrator, as applicable (and/or such other Persons as may be set forth
      herein); provided,
      that
      any Opinion of Counsel relating to (a) qualification of any REMIC created
      hereby or (b) compliance with the REMIC Provisions, must be (unless
      otherwise stated in such Opinion of Counsel) an opinion of counsel who
      (i) is in fact independent of the Servicer or the Master Servicer,
      (ii) does not have any material direct or indirect financial interest in
      the Servicer or the Master Servicer or in an affiliate of either and
      (iii) is not connected with the Servicer or the Master Servicer as an
      officer, employee, director or person performing similar functions.

     

    Option
      to Purchase:
      On the
      first Optional Termination Date and any Distribution Date thereafter, the Master
      Servicer, upon the instruction of the Depositor, shall have the option to
purchase
      the Mortgage Loans; provided,
      however,
      if on
      the first Optional Termination Date and any Date thereafter, the Depositor
      fails
      to instruct the Master Servicer to purchase the Mortgage Loans, the Servicer
      may
      exercise its option to purchase the Mortgage Loans on the first Distribution
      Date following the Distribution Date on which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to 5.00% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date and on each Distribution Date thereafter;
      provided,
      further,
      if the
      Servicer fails to exercise its Option to Purchase pursuant to the immediately
      preceding proviso, the Master Servicer has the right, in its own discretion,
      to
      purchase the Mortgage Loans on any Distribution Date, with respect to which
      the
      Servicer fails to so exercise its Option to Purchase.


    
      
        
        

      

      
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    Optional
      Termination Date:
      Any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans, as of the last day of the related Due Period, is less than
      or
      equal to 10.00% of the Cut-off Date Pool Principal Balance.

     

    Originator:
      New
      Century Mortgage Corporation and its successors in interest, as originator
      of
      the Mortgage Loans.

     

    OTS:
      Office
      of Thrift Supervision, and any successor thereto.

     

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

     

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

     

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

     

    Outstanding
      Mortgage Loan:
      As of
      any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero
      which was not the subject of a Principal Prepayment in Full prior to such Due
      Date and which did not become a Liquidated Mortgage Loan prior to such Due
      Date.

     

    Overcollateralization
      Amount:
      As of
      any Distribution Date, the excess, if any, of (a) the aggregate Stated
      Principal Balance of the Mortgage Loans for such Distribution Date over
      (b) the aggregate of the Class Certificate Balances of the LIBOR
      Certificates as of such Distribution Date (after giving effect to the payment
      of
      the Principal Remittance Amount on such Certificates on such Distribution
      Date).

     

    Overcollateralization
      Deficiency:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Target Amount applicable to such Distribution Date over
      (b) the Overcollateralization Amount applicable to such Distribution
      Date.

     

    Overcollateralization
      Reduction Amount:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Excess Overcollateralization Amount and (b) the Net Monthly Excess Cash
      Flow.

     

    Overcollateralization
      Target Amount:
      Prior
      to the Stepdown Date, an amount equal to 0.65% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date. On and after the Stepdown
      Date, an amount equal to the greater of (i) 1.30% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period and (ii) 0.50% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Cut-off Date; provided,
      however,
      that
      if, on any Distribution Date, a Trigger Event exists, the Overcollateralization
      Target Amount shall not be reduced to the applicable percentage of then current
      aggregate Stated Principal Balance of the Mortgage Loans until the Distribution
      Date on which a Trigger Event no longer exists but rather shall remain the
      Overcollateralization Target Amount as determined for the immediately preceding
      Distribution Date. When the Class Certificate Balance of each Class of
      LIBOR Certificates has been reduced to zero, the Overcollateralization Target
      Amount will thereafter equal zero.


    
      
        
        

      

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

     

    P&I
      Advance:
      As to
      any Mortgage Loan or REO Property, any advance made by the Servicer in respect
      of any Remittance Date representing the aggregate of all payments of principal
      and interest, net of the Servicing Fee, that were due during the related Due
      Period on the Mortgage Loans and that were delinquent on the related
      Determination Date, plus certain amounts representing assumed payments not
      covered by any current net income on the Mortgaged Properties acquired by
      foreclosure or deed in lieu of foreclosure as determined pursuant to
      Section 4.01.

     

    PCAOB:
      The
      Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      As to
      any Certificate, the percentage interest evidenced thereby in distributions
      required to be made on the related Class, such percentage interest being set
      forth on the face thereof or equal to the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of the same Class.

     

    Permitted
      Investments:
      Any one
      or more of the following obligations or securities acquired at a purchase price
      of not greater than par, regardless of whether issued by the Servicer, the
      Securities Administrator, the Trustee or any of their respective
      Affiliates:

     

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

     

    (ii) demand
      and time deposits in, certificates of deposit of, or bankers’ acceptances (which
      shall each have an original maturity of not more than 90 days and, in the
      case of bankers’ acceptances, shall in no event have an original maturity of
      more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars and issued by, any Depository Institution
      and rated F1+ by Fitch, A-1+ by Standard & Poor’s and P-1 by
      Moody’s;

     

    (iii) repurchase
      obligations with respect to any security described in clause (i) above
      entered into with a Depository Institution (acting as principal);

     

    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by Fitch, Moody’s and Standard & Poor’s (in each case, to
      the extent they are designated as Rating Agencies in the Preliminary Statement),
      and by each other Rating Agency that rates such securities, in its highest
      long-term unsecured rating categories at the time of such investment or
      contractual commitment providing for such investment;


    
      
        
        

      

      
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    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by Fitch,
      Moody’s and Standard & Poor’s (in each case, to the extent they are
      designated as Rating Agencies in the Preliminary Statement), and by each other
      Rating Agency that rates such securities, in its highest short-term unsecured
      debt rating available at the time of such investment;

     

    (vi) units
      of
      money market funds, including money market funds managed or advised by the
      Trustee, the Securities Administrator or an Affiliate thereof, that have been
      rated “Aaa” by Moody’s, “AAAm” or “AAAm-G” by Standard & Poor’s and, if
      rated by Fitch, “AAA” by Fitch; and

     

    (vii) if
      previously confirmed in writing to the Securities Administrator, any other
      demand, money market or time deposit, or any other obligation, security or
      investment, as may be acceptable to each of the Rating Agencies as a permitted
      investment of funds backing “Aaa” or “AAA” rated securities;

     

    provided,
      however,
      that no
      instrument described hereunder shall evidence either the right to receive
      (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from
      obligations underlying such instrument and the interest and principal payments
      with respect to such instrument provide a yield to maturity at par greater
      than
      120.00% of the yield to maturity at par of the underlying
      obligations.

     

    Permitted
      Transferee:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, or any agency or instrumentality of any of the foregoing, (ii) a
      foreign government, international organization or any agency or instrumentality
      of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from tax
      imposed by Chapter 1 of the Code (including the tax imposed by Section 511
      of the Code on unrelated business taxable income) on any excess inclusions
      (as
      defined in Section 860E(c)(1) of the Code) with respect to any Residual
      Certificate, (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) a Person that is a Disqualified
      Non-U.S. Person or a U.S. Person with respect to whom income from a Residual
      Certificate is attributable to a foreign permanent establishment or fixed base,
      within the meaning of an applicable income tax treaty, of such Person or any
      other U.S. Person, (vi) an “electing large partnership” within the meaning
      of Section 775 of the Code and (vii) any other Person so designated by
      the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Residual Certificate to such Person may cause either the Lower
      Tier REMIC or the Upper Tier REMIC to fail to qualify as a REMIC at any time
      that the Certificates are outstanding. The terms “United States”, “State” and
“international organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions. A corporation will not be
      treated as an instrumentality of the United States or of any State or political
      subdivision thereof for these purposes if all of its activities are subject
      to
      tax and, with the exception of Freddie Mac, a majority of its board of directors
      is not selected by such government unit.


    
      
        
        

      

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

     

    Physical
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Pool
      Stated Principal Balance:
      As to
      any Distribution Date, the aggregate of the Stated Principal Balances of the
      Mortgage Loans for such Distribution Date that were Outstanding Mortgage Loans
      on the Due Date in the related Due Period.

     

    Prepayment
      Charge:
      Any
      prepayment premium, penalty or charge collected by the Servicer with respect
      to
      a Mortgage Loan from a Mortgagor in connection with any Principal Prepayment
      pursuant to the terms of the related Mortgage Note.

     

    Prepayment
      Interest Excess:
      With
      respect to any Distribution Date, any interest collected by the Servicer with
      respect to any Mortgage Loan as to which a Principal Prepayment in Full occurs
      from the 1st day of the month through the 15th day of the month in which such
      Distribution Date occurs and that represents interest that accrues from the
      1st
      day of such month to the date of such Principal Prepayment.

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, the sum of, for each Mortgage Loan that was,
      during the portion of the related Prepayment Period from the first day of such
      Prepayment Period through the last day of the month preceding the month in
      which
      such Distribution Date occurs, the subject of a Principal Prepayment which
      is
      not accompanied by an amount equal to one month of interest that would have
      been
      due on such Mortgage Loan on the Due Date that occurs during such Prepayment
      Period and which was applied by the Servicer to reduce the outstanding principal
      balance of such Mortgage Loan on a date preceding such Due Date, an amount
      equal
      to the product of (a) the Mortgage Rate net of the Servicing Fee Rate for
      such Mortgage Loan, (b) the amount of the Principal Prepayment for such
      Mortgage Loan, (c) 1/360 and (d) the number of days commencing on the
      date on which such Principal Prepayment was applied and ending on the last
      day
      of the calendar month in which the related Prepayment Period
      begins.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date and any Principal Prepayment in Full, the
      period commencing on the 16th day of the month preceding the month in which
      such
      Distribution Date occurs (or in the case of the first Distribution Date,
      commencing on the Cut-off Date) and ending on the 15th day of the month in
      which
      that Distribution Date occurs. With respect to Principal Prepayments in part,
      the calendar month preceding the month in which the Distribution Date
      occurs.

     

    Primary
      Mortgage Insurance Policy:
      Any
      mortgage guaranty insurance, if any, on an individual Mortgage Loan as evidenced
      by a policy or certificate, whether such policy is obtained by the originator,
      the lender or the borrower.


    
      
        
        

      

      
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    Principal
      Payment Amount:
      For any
      Distribution Date, the sum of (i) the Basic Principal Payment Amount for
      such Distribution Date and (ii) the Extra Principal Payment Amount for such
      Distribution Date.

     

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

     

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

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date, the amount equal to the sum of the following
      amounts (without duplication) with respect to the related Due Period:
      (i) each scheduled payment of principal on a Mortgage Loan due during such
      Due Period and received by the Servicer on or prior to the related Determination
      Date or advanced by the Servicer for the related Remittance Date, (ii) all
      Principal Prepayments received during the related Prepayment Period;
      (iii) all net Liquidation Proceeds, Condemnation Proceeds and Insurance
      Proceeds on the Mortgage Loans allocable to principal, and all Subsequent
      Recoveries, actually collected by the Servicer during the related Prepayment
      Period; (iv) the portion of the Repurchase Price allocable to principal
      with respect to each Mortgage Loan repurchased by the Mortgage Loan Seller
      or
      the Sponsor, as the case may be, that was repurchased on or prior to the related
      Determination Date; and (v) all Substitution Adjustment Amounts allocable
      to principal with respect to the substitutions of Mortgage Loans that occur
      on
      or prior to the related Determination Date; (vi) the allocable portion of
      the proceeds received with respect to the termination of the Trust Fund pursuant
      to clause (a) of Section 11.01 (to the extent such proceeds
      relate to principal).

     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement, dated March 6, 2006, relating to the Offered
      Certificates.

     

    PTCE:
      As
      defined in Section 5.02(b).

     

    Purchase
      Agreement:
      The
      Mortgage Loan Purchase Agreement, dated as of February 1, 2006, between the
      Depositor and the Sponsor.

     

    Rating
      Agency:
      Each of
      the Rating Agencies specified in the Preliminary Statement. If such organization
      or a successor is no longer in existence, “Rating Agency” shall be such
      nationally recognized statistical rating organization, or other comparable
      Person, as is designated by the Depositor, notice of which designation shall
      be
      given to the Trustee and the Securities Administrator. References herein to
      a
      given rating or rating category of a Rating Agency shall mean such rating
      category without giving effect to any modifiers. For purposes of
      Section 12.05(c), the addresses for notices to each Rating Agency shall be
      the address specified therefor in the definition corresponding to the name
      of
      such Rating Agency, or such other address as either such Rating Agency may
      hereafter furnish to the Depositor and the Securities
      Administrator.


    
      
        
        

      

      
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    Realized
      Losses:
      With
      respect to any date of determination and any Liquidated Mortgage Loan, the
      amount, if any, by which (a) the unpaid principal balance of such
      Liquidated Mortgage Loan together with accrued and unpaid interest thereon
      exceeds (b) the Liquidation Proceeds with respect thereto net of the
      expenses incurred by the Servicer in connection with the liquidation of such
      Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing
      Advances with respect to such Liquidated Mortgage Loan.

     

    Record
      Date:
      With
      respect to any Distribution Date, the close of business on the Business Day
      immediately preceding such Distribution Date; provided,
      however,
      that,
      for any Certificate issued in definitive form, the Record Date shall be the
      close of business on the last Business Day of the month preceding the month
      in
      which such applicable Distribution Date occurs (or, in the case of the first
      Distribution Date, the Closing Date).

     

    Reference
      Bank:
      As
      defined in Section 4.04.

     

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

     

    Regular
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Servicemembers Civil Relief
      Act
      or any applicable similar state statutes.

     

    REMIC:
      Each
      pool of assets in the Trust Fund designated as a REMIC pursuant to the
      Preliminary Statement.

     

    REMIC
      1:
      As
      described in the Preliminary Statement.

     

    REMIC
      2:
      As
      described in the Preliminary Statement.

     

    REMIC
      2 Net Funds Cap:
      For any
      Distribution Date (and the related Interest Accrual Period) and any Class of
      Certificates, an amount equal to (i) the weighted average of the interest rates
      on the Lower Tier Interests in REMIC 2 (other than any interest-only regular
      interest), weighted in proportion to their Class Principal Amounts as of the
      beginning of the related Interest Accrual Period, multiplied by (ii) an amount
      equal to (a) 30, divided by (b) the actual number of days in the Interest
      Accrual Period.


    
      
        
        

      

      
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    REMIC
      3:
      As
      described in the Preliminary Statement.

     

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

     

    Remittance
      Date:
      With
      respect to any Distribution Date, the 21st
      day of
      the month in which such Distribution Date occurs, or, if the 21st
      is not a
      Business Day, the immediately succeeding Business Day. 

     

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

     

    REO
      Imputed Interest:
      As to
      any REO Property, for any period, an amount equivalent to interest (at the
      Mortgage Rate net of the applicable Servicing Fee Rate that would have been
      applicable to the related Mortgage Loan had it been outstanding) on the unpaid
      principal balance of the Mortgage Loan as of the date of acquisition thereof
      (as
      such balance is reduced pursuant to Section 3.17 by any income from the REO
      Property treated as a recovery of principal).

     

    REO
      Mortgage Loan:
      A
      Mortgage Loan where title to the related Mortgaged Property has been obtained
      by
      the Servicer in the name of the Trustee on behalf of the
      Certificateholders.

     

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

     

    Reportable
      Event:
      As
      defined in Section 8.12(a)(iii).

     

    Reporting
      Servicer:
      As
      defined in Section 8.12(a)(ii).

     

    Repurchase
      Price:
      With
      respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid
      principal balance of such Mortgage Loan as of the date of repurchase,
      (ii) interest on such unpaid principal balance of such Mortgage Loan at the
      Mortgage Rate from the last date through which interest has been paid to the
      date of repurchase, (iii) all unreimbursed Servicing Advances and
      (iv) all expenses incurred by the Master Servicer, the Servicer or Trustee
      arising out of the Master Servicer’s, the Servicer’s or Trustee’s enforcement of
      the Mortgage Loan Seller’s or Sponsor’s repurchase obligation
      hereunder.

     

    Request
      for Release:
      The
      Request for Release submitted by the Servicer to the Trustee, substantially
      in
      the form of Exhibit J.


    
      
        
        

      

      
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    Residual
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Responsible
      Officer:
      When
      used with respect to the Trustee, the Securities Administrator, the Master
      Servicer, any vice president, any assistant vice president, any assistant
      secretary, any assistant treasurer, any associate, or any other officer of
      the
      Trustee, the Securities Administrator or the Master Servicer customarily
      performing functions similar to those performed by any of the above designated
      officers who at such time shall be officers to whom, with respect to a
      particular matter, such matter is referred because of such officer’s knowledge
      of and familiarity with the particular subject and who shall have direct
      responsibility for the administration of this Agreement.

     

    Rolling
      Three Month Delinquency Rate:
      With
      respect to any Distribution Date, the average of the Delinquency Rates for
      each
      of the three (or one or two, in the case of the first and second Distribution
      Dates) immediately preceding calendar months.

     

    Rule 144A
      Letter:
      As
      defined in Section 5.02(b).

     

    Sarbanes-Oxley
      Certification:
      As
      defined in Section 3.24.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan which, unless otherwise
      specified herein, shall give effect to any related Debt Service Reduction and
      any Deficient Valuation that affects the amount of the monthly payment due
      on
      such Mortgage Loan.

     

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

     

    Securities
      Administrator:
      Wells
      Fargo, and if a successor securities administrator is appointed hereunder,
      such
      successor.

     

    Securities
      Administrator Float Period:
      With
      respect to the Distribution Date and the related amounts in the Distribution
      Account, the period commencing on the Remittance Date immediately preceding
      such
      Distribution Date and ending on such Distribution Date. 

     

    Senior
      Interest Payment Amount:
      With
      respect to any Distribution Date and any Class of Class A
      Certificates, the sum of the Interest Payment Amount and the Interest Carry
      Forward Amount, if any, for that Distribution Date for that Class.

     

    Servicer:
      JPMorgan Chase Bank, National Association, and its successors in interest,
      and
      if a successor servicer is appointed hereunder, such successor.

     

    Servicer
      Remittance Report:
      The
      reports submitted by the Servicer pursuant to Section 4.03(d).

     

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


    
      
        
        

      

      
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    Servicing
      Advances:
      The
      reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
      the Servicer in the performance of its servicing obligations in connection
      with
      a default, delinquency or other unanticipated event, including, but not limited
      to, the cost of (i) the maintenance, preservation, restoration, inspection
      and protection of a Mortgaged Property, (ii) any enforcement or judicial
      proceedings, including foreclosures and litigation, in respect of a particular
      Mortgage Loan, (iii) the management (including reasonable fees in
      connection therewith) and liquidation of any REO Property and (iv) the
      performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15.
      The Servicing Advances shall also include any reasonable “out-of-pocket” costs
      and expenses (including legal fees) incurred by the Servicer in connection
      with
      executing and recording instruments of satisfaction, deeds of reconveyance
      or
      Assignments of Mortgage in connection with any satisfaction or foreclosure
      in
      respect of any Mortgage Loan to the extent not recovered from the Mortgagor
      or
      otherwise payable under this Agreement and obtaining or correcting any legal
      documentation required to be included in the Mortgage File and necessary for
      the
      Servicer to perform its obligations under this Agreement. The Servicer shall
      not
      be required to make any Nonrecoverable Servicing Advances.

     

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

     

    Servicing
      Fee:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      one
      month’s interest (or in the event of any payment of interest which accompanies a
      Principal Prepayment made by the Mortgagor during such calendar month, interest
      for the number of days covered by such payment of interest) at the Servicing
      Fee
      Rate on the applicable Stated Principal Balance of such Mortgage Loan as of
      the
      first day of such calendar month. Such fee shall be payable monthly, and shall
      be prorated for any portion of a month during which the Mortgage Loan is
      serviced by the Servicer under this Agreement. The Servicing Fee is payable
      solely from the interest portion (including recoveries with respect to interest
      from Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds,
      Condemnation Proceeds and proceeds received with respect to REO Properties)
      of such Scheduled Payment collected by the Servicer, or as otherwise provided
      under Section 3.11.

     

    Servicing
      Fee Rate:
      0.50%
      per annum.

     

    Servicing
      File:
      With
      respect to each Mortgage Loan, the file retained by the Servicer consisting
      of
      originals or copies of all documents in the Mortgage File which are not
      delivered to the Custodian on behalf of the Trustee in the Custodial File and
      copies of the Mortgage Loan Documents set forth in Exhibit K
      hereto.

     

    Servicing
      Function Participant:
      Any
      Sub-Servicer or Subcontractor, or any other Person other than the Servicer,
      the
      Master Servicer, the Trustee and the Securities Administrator determined by
      the
      party utilizing such Sub-Servicer, Subcontractor or such other Person to be
      a
“participant in the servicing function” within the meaning of Item 1122 of
      Regulation AB (without regard to the 5.00% threshold contained
      therein).


    
      
        
        

      

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

     

    Similar
      Law:
      As
      defined in Section 5.02(b).

     

    60+
      Day Delinquent Mortgage Loan:
      Each
      Mortgage Loan with respect to which any portion of a Scheduled Payment is,
      as of
      the last day of the prior Due Period, two months or more past due (without
      giving effect to any grace period), each Mortgage Loan in foreclosure, each
      Mortgage Loan related to REO Property and each Mortgage Loan where the related
      Mortgagor has filed for bankruptcy.

     

    Sponsor:
      HSBC
      Bank USA, National Association, a national banking association, and its
      successors in interest. 

     

    Standard &
      Poor’s:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc. If Standard & Poor’s is designated as a Rating Agency
      in the Preliminary Statement, for purposes of Section 12.05(c) the address
      for notices to Standard & Poor’s shall be Standard & Poor’s,
      55 Water Street, New York, New York 10041, Attention: Residential Mortgage
      Surveillance Group - HASCO (HSI Asset Securitization Corporation Trust,
      Series 2006-NC1, or such other address as Standard & Poor’s may
      hereafter furnish to the Depositor and the Securities
      Administrator.

     

    Standard &
      Poor’s Glossary:
      The
      Standard & Poor’s LEVELS® Glossary, as may be in effect from time to
      time.

     

    Startup
      Day:
      The
      Closing Date.

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan and as of any date of determination, (i) the principal
      balance of the Mortgage Loan at the Cut-off Date after giving effect to payments
      of principal due on or before such date (whether or not received), minus
      (ii) all amounts previously remitted to the Securities Administrator with
      respect to the related Mortgage Loan representing payments or recoveries of
      principal including advances in respect of scheduled payments of principal.
      For
      purposes of any Distribution Date, the Stated Principal Balance of any Mortgage
      Loan will give effect to any scheduled payments of principal received by the
      Servicer on or prior to the related Determination Date or advanced by the
      Servicer for the related Remittance Date and any unscheduled principal payments
      and other unscheduled principal collections received during the related
      Prepayment Period, and the Stated Principal Balance of any Mortgage Loan that
      has prepaid in full or has become a Liquidated Mortgage Loan during the related
      Prepayment Period shall be zero.

     

    Stepdown
      Date:
      The
      earlier to occur of (i) the first Distribution Date following the Distribution
      Date on which the aggregate Class Certificate Balances of the Class A
      Certificates have been reduced to zero and (ii) the later to occur of (a) the
      Distribution Date in March 2009 and (b) the first Distribution Date on which
      the
      Credit Enhancement Percentage for the Class A Certificates (calculated for
      this
      purpose only after taking into account payments of principal applied to reduce
      the Stated Principal Balance of the Mortgage Loans for that Distribution Date
      but prior to any applications of Principal Payment Amounts to the Certificates
      on that Distribution Date) is greater than or equal to 38.50%.


    
      
        
        

      

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

     

    Subsequent
      Recovery:
      With
      respect to any Mortgage Loan or related Mortgaged Property that became a
      Liquidated Mortgage Loan or was otherwise disposed of, all amounts received
      in
      respect of such Liquidated Mortgage Loan after an Applied Realized Loss Amount
      related to such Mortgage Loan or Mortgaged Property is allocated to reduce
      the
      Class Certificate Balance of any Class of Class M Certificates.
      Any Subsequent Recovery that is received during a Prepayment Period will be
      included as part of the Principal Remittance Amount for the related Distribution
      Date.

     

    Sub-Servicer:
      Any
      Person that (i) is considered to be a Servicing Function Participant, (ii)
      services Mortgage Loans on behalf of any Servicer, and (iii) is responsible
      for
      the performance (whether directly or through sub-servicers or Subcontractors)
      of
      Servicing functions required to be performed under this Agreement, any related
      servicing agreement or any sub-servicing agreement that are identified in Item
      1122(d) of Regulation AB.

     

    Subservicing
      Account:
      As
      defined in Section 3.08.

     

    Subservicing
      Agreement:
      As
      defined in Section 3.02(a).

     

    Substitute
      Mortgage Loan:
      A
      Mortgage Loan substituted by the Originator or the Sponsor for a Deleted
      Mortgage Loan which must, on the date of such substitution, as confirmed in
      a
      Request for Release, substantially in the form of Exhibit J,
      (i) have a Stated Principal Balance, after deduction of all Scheduled
      Payments due in the month of substitution, not in excess of the Stated Principal
      Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate
      not lower than and not more than 1.00% higher than that of the Deleted Mortgage
      Loan; (iii) have a remaining term to maturity not greater than (and not
      more than one year less than) that of the Deleted Mortgage Loan; (iv) be of
      the same type as the Deleted Mortgage Loan; and (v) comply with each
      representation and warranty set forth in Section 2.03.

     

    Substitution
      Adjustment Amount:  As
      defined in Section 2.03.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 4.06 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Swap Account, the Cap Agreement, the Cap Account, the right
      to
      receive the Class X Distributable Amount as provided in Section 4.02(a)(iii)(F),
      the Class LT3-I Interest in REMIC 3 and the right to receive Class I
      Shortfalls.

     

    Swap
      Agreement:
      The
      interest rate swap agreement entered into by the Supplemental Interest Trust
      and
      the Swap Counterparty, dated March 7, 2006, which agreement provides for, among
      other things, a Net Swap Payment to be paid pursuant to the conditions provided
      therein, commencing with the Distribution Date in April 2006 and ending on
      the
      Distribution Date in April 2009 , together with any schedules, confirmations
      or
      other agreements relating thereto, attached hereto as Exhibit
      O.


    
      
        
        

      

      
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    Swap
      Amount:
      With
      respect to each Distribution Date and the related Swap Payment Date, the sum
      of
      any Net Swap Payment and any Swap Termination Payment deposited in the Swap
      Account.

     

    Swap
      Counterparty:
      The
      counterparty to the Supplemental Interest Trust under the Swap Agreement, and
      any successor in interest or assigns. Initially, the Swap Counterparty shall
      be
      Bear Stearns Financial Products Inc..

     

    Swap
      Default:
      Any of
      the circumstances constituting an “Event of Default” under the Swap
      Agreement.

     

    Swap
      LIBOR:
      With
      respect to any Distribution Date (and the Accrual Period relating to such
      Distribution Date), the product of (i) the Floating Rate Option (as defined
      in
      the Swap Agreement) for the related Swap Payment Date, (ii) two, and (iii)
      the
      quotient of (a) the actual number of days in the Accrual Period for the LIBOR
      Certificates and (b) 30, as calculated by the Swap Counterparty and furnished
      to
      the Securities Administrator.

     

    Swap
      Payment Date:
      For so
      long as the Swap Agreement is in effect or any amounts remain unpaid thereunder,
      the Business Day immediately preceding each Distribution Date.

     

    Swap
      Replacement Receipts:
      As
      defined in Section 4.08(a)(i).

     

    Swap
      Replacement Receipts Account:
      As
      defined in Section 4.08(a)(i).

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment required to be made by the Supplemental Interest Trust to the Swap
      Counterparty, or by the Swap Counterparty to the Supplemental Interest Trust,
      as
      applicable, pursuant to the terms of the Swap Agreement, and any unpaid amounts
      due on previous Distribution Dates and accrued interest thereon as provided
      in
      the Swap Agreement, as calculated by the Swap Counterparty and furnished to
      the
      Securities Administrator.

     

    Swap
      Termination Receipts:
      As
      defined in Section 4.08(a)(i).

     

    Swap
      Termination Receipts Account:
      As
      defined in Section 4.08(a)(i).

     

    Tax
      Matters Person:
      The
      Holder of the Class R Certificates designated as “tax matters person” of
      each REMIC created hereunder in the
      manner  provided  under  Treasury  Regulations  Section 1.860F-4(d)  and Treasury  Regulations
      Section 301.6231(a)(7)-1.

     

    Tax
      Service Contract:
      As
      defined in Section 3.09.


    
      
        
        

      

      
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    Telerate
      Page 3750:
      The
      display page currently so designated on the Bridge Telerate Service (or
      such other page as may replace that page on that service for
      displaying comparable rates or prices).

     

    Termination
      Price:
      As
      defined in Section 11.01.

     

    Total
      Monthly Excess Spread:
      As to
      any Distribution Date, an amount equal to the excess, if any, of (i) the
      interest on the Mortgage Loans (other than Prepayment Interest Excesses)
      received by the Servicer on or prior to the related Determination Date or
      advanced by the Servicer for the related Remittance Date (net of Expense Fees)
      over (ii) the sum of the amounts payable to the Certificates pursuant to
      Section 4.02(a)(i) (A) through (C) on such Distribution Date.

     

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

     

    Transfer
      Affidavit:
      As
      defined in Section 5.02(c).

     

    Transferor
      Certificate:
      As
      defined in Section 5.02(b).

     

    Trigger
      Event:
      Either
      a Cumulative Loss Trigger Event or a Delinquency Trigger Event.

     

    Trust:
      The
      express trust created hereunder in Section 2.01(c).

     

    Trust
      Fund:
      The
      corpus of the trust created hereunder consisting of (i) the Mortgage Loans
      and all interest and principal with respect thereto received on or after the
      related Cut-off Date, other than such amounts which were due on the Mortgage
      Loans on or prior to the related Cut-off Date; (ii) the Collection Account,
      Excess Reserve Fund Account, the Distribution Account, the Cap Termination
      Receipts Account, the Cap Replacement Receipts Account, the Swap Termination
      Receipts Account, the Swap Replacement Receipts Account and
      all
      amounts deposited therein pursuant to the applicable provisions of this
      Agreement; (iii) property that secured a Mortgage Loan and has been
      acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the
      Depositor’s rights under the Purchase Agreement; (v) the Insurance
      Policies; and (vi) all proceeds of the conversion, voluntary or
      involuntary, of any of the foregoing.

     

    Trustee:
      Deutsche Bank National Trust Company, a national banking association, and its
      successors in interest and, if a successor trustee is appointed hereunder,
      such
      successor.

     

    Underwriters’
      Exemption:
      Any
      exemption listed under footnote 1 of, and amended by, Prohibited Transaction
      Exemption 96-84, 61 Fed. Reg. 58234 (1996), as amended by PTE 97-34,
      62 Fed. Reg. 39021 (1997), PTE 2000-58, 65 Fed. Reg. 67765 (2000) and
      PTE 2002-41, 67 Fed. Reg. 54487 (2002), or any successor
      exemption.

     

    Unpaid
      Realized Loss Amount:
      With
      respect to any Class of Class M Certificates and as to any
      Distribution Date, is the excess of (i) Applied Realized Loss Amounts with
      respect to such Class over (ii) the sum of (a) all distributions
      in reduction of such Applied Realized Loss Amounts on all previous Distribution
      Dates, and (b) the amount by which the Class Certificate Balance of
      such Class has been increased due to the distribution of any Subsequent
      Recoveries on all previous Distribution Dates. Any amounts distributed to a
      Class of Class M Certificates in respect of any Unpaid Realized Loss
      Amount will not be applied to reduce the Class Certificate Balance of such
      Class.


    
      
        
        

      

      
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    Upper
      Tier REMIC:
      As
      described in the Preliminary Statement.

     

    Upper
      Tier REMIC Regular Interest:
      As
      described in the Preliminary Statement.

     

    U.S.
      Person:
      (i) A citizen or resident of the United States; (ii) a corporation (or
      entity treated as a corporation for tax purposes) created or organized in the
      United States or under the laws of the United States or of any State thereof,
      including, for this purpose, the District of Columbia; (iii) a partnership
      (or entity treated as a partnership for tax purposes) organized in the United
      States or under the laws of the United States or of any State thereof,
      including, for this purpose, the District of Columbia (unless provided otherwise
      by future Treasury regulations); (iv) an estate whose income is includible
      in gross income for United States income tax purposes regardless of its source;
      or (v) a trust, if a court within the United States is able to exercise
      primary supervision over the administration of the trust and one or more U.S.
      Persons have authority to control substantial decisions of the trust.
      Notwithstanding the last clause of the preceding sentence, to the extent
      provided in Treasury regulations, certain trusts in existence on August 20,
      1996, and treated as U.S. Persons prior to such date, may elect to continue
      to
      be U.S. Persons.

     

    Voting
      Rights:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. As of any date of determination, 1.00% of all Voting Rights
      shall be allocated to each of the Class X, Class P and Class R
      Certificates, if any (such Voting Rights to be allocated among the holders
      of
      Certificates of each such Class in accordance with their respective
      Percentage Interests) and the remaining Voting Rights shall be allocated
      among Holders of the remaining Classes of Certificates in proportion to the
      Certificate Balances of their respective Certificates on such date.

     

    Wells
      Fargo:
      Wells
      Fargo Bank, N.A., a national banking association, and its successors in
      interest.

     

    ARTICLE
      II


     

    CONVEYANCE
      OF MORTGAGE LOANS;

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01 Conveyance
      of Mortgage Loans.
      (a) The Depositor, concurrently with the execution and delivery hereof,
      hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee
      for the benefit of the Certificateholders, without recourse, all the right,
      title and interest of the Depositor in and to the Trust Fund.

     

    Concurrently
      with the execution of this Agreement, the Derivative Agreements shall be
      delivered to the Securities Administrator. In connection therewith, the
      Depositor hereby directs the Securities Administrator (solely in its capacity
      as
      Securities Administrator of the Supplemental Interest Trust) and the Securities
      Administrator is hereby authorized to execute and deliver each of the Derivative
      Agreements (on behalf of the Supplemental Interest Trust), for the benefit
      of
      Certificateholders. The Depositor, the Sponsor, the Master Servicer, the
      Servicer, the Mortgage Loan Seller and the Certificateholders (by their
      acceptance of such Certificates) acknowledge and agree that the Securities
      Administrator is executing and delivering the Derivative Agreements solely
      in
      its capacity as Securities Administrator of the Supplemental Interest Trust
      and
      not in its individual capacity. The Securities Administrator shall have no
      duty
      or responsibility to enter into any other interest rate swap agreement upon
      the
      expiration or termination of the Swap Agreement or interest rate cap agreement
      upon the termination of the Cap Agreement unless so directed by the
      Depositor.


    
      
        
        

      

      
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    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Purchase
      Agreement, including the right to enforce the Sponsor’s obligation to repurchase
      or substitute defective Mortgage Loans under Section 5 of the Purchase
      Agreement. The Trustee hereby accepts such assignment, and as set forth herein
      in Section 2.03(k), shall be entitled to exercise all the rights of the
      Depositor under the Purchase Agreement as if, for such purpose, it were the
      Depositor.

     

    (b) In
      connection with the transfer and assignment of each Mortgage Loan, the Depositor
      has delivered or caused to be delivered to the Custodian for the benefit of
      the
      Certificateholders the following documents or instruments with respect to each
      Mortgage Loan so assigned:

     

    (i) the
      original Mortgage Note bearing all intervening endorsements necessary to show
      a
      complete chain of endorsements from the original payee, endorsed in blank,
“Pay
      to the order of _____________, without recourse”, and, if previously endorsed,
      signed in the name of the last endorsee by a duly qualified officer of the
      last
      endorsee;

     

    (ii) the
      original Assignment of Mortgage for each Mortgage Loan, in form and substance
      acceptable for recording. The Mortgage shall be assigned, with assignee’s name
      left blank;

     

    (iii) the
      original of each guarantee executed in connection with the Mortgage Note, if
      any;

     

    (iv) the
      original recorded Mortgage, with evidence of recording thereon. If in connection
      with any Mortgage Loan, the original Mortgage cannot be delivered with evidence
      of recording thereon on or prior to the Closing Date because of a delay caused
      by the public recording office where such Mortgage has been delivered for
      recordation or because such Mortgage has been lost or because such public
      recording office retains the original recorded Mortgage, the Mortgage Loan
      Seller shall deliver or cause to be delivered to the Custodian, (A) in the
      case of a delay caused by the public recording office, a copy of such Mortgage
      certified by the Mortgage Loan Seller, escrow agent, title insurer or closing
      attorney to be a true and complete copy of the original recorded Mortgage and
      (B) in the case where a public recording office retains the original
      recorded Mortgage or in the case where a Mortgage is lost after recordation
      in a
      public recording office, a copy of such Mortgage certified by such public
      recording office to be a true and complete copy of the original recorded
      Mortgage;


    
      
        
        

      

      
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    (v) originals
      or a certified copy of each modification agreement, if any;

     

    (vi) the
      originals of all intervening assignments of Mortgage with evidence of recording
      thereon evidencing a complete chain of ownership from the Mortgage Loan Seller
      to the last assignee, or if any such intervening assignment of Mortgage has
      not
      been returned from the applicable public recording office or has been lost
      or if
      such public recording office retains the original recorded intervening
      assignments of Mortgage, a photocopy of such intervening assignment of Mortgage,
      together with (A) in the case of a delay caused by the public recording
      office, an officer’s certificate of the Mortgage Loan Seller, escrow agent,
      closing attorney or the title insurer insuring the Mortgage stating that such
      intervening assignment of Mortgage has been delivered to the appropriate public
      recording office for recordation and that such original recorded intervening
      assignment of Mortgage or a copy of such intervening assignment of Mortgage
      certified by the appropriate public recording office to be a true and complete
      copy of the original recorded intervening assignment of Mortgage will be
      promptly delivered to the Custodian upon receipt thereof by the party delivering
      the officer’s certificate or by the Mortgage Loan Seller; or (B) in the
      case of an intervening assignment of mortgage where a public recording office
      retains the original recorded intervening assignment of Mortgage or in the
      case
      where an intervening assignment of Mortgage is lost after recordation in a
      public recording office, a copy of such intervening assignment of Mortgage
      with
      recording information thereon certified by such public recording office to
      be a
      true and complete copy of the original recorded intervening assignment of
      Mortgage;

     

    (vii) if
      the
      Mortgage Note, the Mortgage, any Assignment of Mortgage or any other related
      document has been signed by a Person on behalf of the Mortgagor, the copy of
      the
      power of attorney or other instrument that authorized and empowered such Person
      to sign;

     

    (viii) the
      original lender’s title insurance policy (or a marked title insurance
      commitment, in the event that an original lender’s title insurance policy has
      not yet been issued) in the form of an ALTA mortgage title insurance policy,
      containing all required endorsements and insuring the Trustee and its successors
      and assigns as to the first priority lien of the Mortgage in the original
      principal amount of the Mortgage Loan;

     

    (ix) if
      applicable, the original of any Primary Mortgage Insurance Policy or certificate
      or, an electronic certification, evidencing the existence of the Primary
      Mortgage Insurance Policy or certificate, if private mortgage guaranty insurance
      is required; and

     

    (x) original
      of any security agreement, chattel mortgage or equivalent document executed
      in
      connection with the Mortgage, if any.


    
      
        
        

      

      
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    To
      the
      extent not previously delivered to the Sponsor pursuant to the Master MLPISA,
      the Mortgage Loan Seller shall promptly upon receipt from the respective
      recording office cause to be delivered to the Custodian the original recorded
      document described in clauses (iv) and (vi) above.

     

    From
      time
      to time, the Mortgage Loan Seller, the Depositor or the Servicer, as applicable,
      shall forward to the Custodian additional original documents, additional
      documents evidencing an assumption, modification, consolidation or extension
      of
      a Mortgage Loan, in accordance with the terms of this Agreement upon receipt
      of
      such documents. All such mortgage documents held by the Custodian as to each
      Mortgage Loan shall constitute the “Custodial
      File”.

     

    To
      the
      extent not previously delivered to the Sponsor pursuant to the Master MLPISA,
      on
      or prior to the Closing Date, the Mortgage Loan Seller shall deliver to the
      Custodian Assignments of Mortgages, in blank, for each Mortgage Loan. No later
      than thirty (30) Business Days following the later of the Closing Date and
      the
      date of receipt by the Servicer of the complete recording information for a
      Mortgage, the Servicer shall promptly submit or cause to be submitted for
      recording, at the expense of the Mortgage Loan Seller and at no expense to
      the
      Trust Fund, the Trustee, the Servicer or the Depositor, in the appropriate
      public office for real property records, each Assignment of Mortgage referred
      to
      in Section 2.01(b)(ii). Notwithstanding the foregoing, however, for
      administrative convenience and facilitation of servicing and to reduce closing
      costs, the Assignments of Mortgage shall not be required to be completed and
      submitted for recording with respect to any Mortgage Loan if the Trustee
      and each Rating Agency have received an Opinion of Counsel, satisfactory in
      form
      and substance to the Trustee and each Rating Agency to the effect that the
      recordation of such Assignments of Mortgage in any specific jurisdiction is
      not
      necessary to protect the Trust Fund’s interest in the related Mortgage Note. If
      the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned
      by
      the Mortgage Loan Seller, at the expense of the Mortgage Loan Seller, to
“Deutsche Bank National Trust Company, as trustee under the Pooling and
      Servicing Agreement dated as of February 1, 2006, for HSI Asset Securitization
      Corporation Trust 2006-NC1”. In the event that any such Assignment of Mortgage
      is lost or returned unrecorded because of a defect therein, the Mortgage Loan
      Seller shall promptly cause to be delivered a substitute Assignment of Mortgage
      to cure such defect and thereafter cause each such assignment to be duly
      recorded at no expense to the Trust Fund.

     

    In
      the
      event that such original or copy of any document submitted for recordation
      to
      the appropriate public recording office is not so delivered to the Trustee
      within 180 days (or such other time period as may be required by any Rating
      Agency) following the Closing Date, and in the event that the Mortgage Loan
      Seller does not cure such failure within 30 days of discovery or receipt of
      written notification of such failure from the Depositor, the related Mortgage
      Loan shall, upon the request of the Depositor, be repurchased by the Mortgage
      Loan Seller at the price and in the manner specified in Section 2.03. The
      foregoing repurchase obligation shall not apply in the event that the Mortgage
      Loan Seller cannot deliver such original or copy of any document submitted
      for
      recordation to the appropriate public recording office within the specified
      period due to a delay caused by the recording office in the applicable
      jurisdiction; provided,
      that
      the Mortgage Loan Seller shall instead deliver a recording receipt of such
      recording office or, if such recording receipt is not available, an officer’s
      certificate of an officer of the Mortgage Loan Seller, confirming that such
      document has been accepted for recording.


    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Section 2.01, in those instances
      where the public recording office retains or loses the original Mortgage or
      assignment after it has been recorded, the obligations of the Mortgage Loan
      Seller shall be deemed to have been satisfied upon delivery by the Mortgage
      Loan
      Seller to the Trustee, prior to the Closing Date of a copy of such Mortgage
      or
      assignment, as the case may be, certified (such certification to be an original
      thereof) by the public recording office to be a true and complete copy of the
      recorded original thereof.

     

    (c) The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust (the
“Trust”)
      to be
      known, for convenience, as “HSI Asset Securitization Corporation Trust 2006-NC1”
and Deutsche Bank National Trust Company is hereby appointed as Trustee and
      Wells Fargo Bank, N.A. is appointed as Securities Administrator in accordance
      with the provisions of this Agreement. The parties hereto acknowledge and agree
      that it is the policy and intention of the Trust to acquire only Mortgage Loans
      meeting the requirements set forth in this Agreement, including without
      limitation, the representations and warranties set forth in the Schedules
      hereto.

     

    (d) The
      Trust
      shall have the capacity, power and authority, and the Trustee on behalf of
      the
      Trust is hereby authorized, to accept the sale, transfer, assignment, set over
      and conveyance by the Depositor to the Trust of all the right, title and
      interest of the Depositor in and to the Trust Fund (including, without
      limitation, the Mortgage Loans) pursuant to Section 2.01(a). 

     

    Section
      2.02 Acceptance
      by the Custodian of the Mortgage Loans.The
      Custodian shall acknowledge, on the Closing Date, receipt by the Custodian
      of
      the documents identified in the Initial Certification in the form annexed hereto
      as Exhibit E (“Initial
      Certification”),
      and
      declares that it holds and will hold such documents and the other documents
      delivered to it pursuant to Section 2.01, and that it holds or will hold
      such other assets as are included in the Trust Fund, in trust for the exclusive
      use and benefit of all present and future Certificateholders. The Custodian
      shall maintain possession of the related Mortgage Notes in the State of
      [California] unless otherwise permitted by the Rating Agencies.

     

    In
      connection with the Closing Date, the Custodian shall be required to deliver
      via
      facsimile (with original to follow the next Business Day) to the Depositor
      an
      Initial Certification prior to the Closing Date, or, as the Depositor agrees
      on
      the Closing Date, certifying receipt of a Mortgage Note and Assignment of
      Mortgage for each Mortgage Loan. The Custodian shall not be responsible to
      verify the validity, sufficiency or genuineness of any document in any Custodian
      File.

     

    Within
      90 days after the Closing Date, the Custodian shall ascertain that all
      documents identified in the Document Certification and Exception Report in
      the
      form attached hereto as Exhibit F are in its possession, and shall deliver
      to the Depositor, the Mortgage Loan Seller and the Servicer a Document
      Certification and Exception Report, in the form annexed hereto as
      Exhibit F, to the effect that, as to each Mortgage Loan listed in the
      Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
      Mortgage Loan specifically identified in such certification as an exception
      and
      not covered by such certification): (i) all documents identified in the
      Document Certification and Exception Report and required to be reviewed by
      it
      are in its possession; (ii) such documents have been reviewed by it and
      appear regular on their face and relate to such Mortgage Loan; (iii) based
      on its examination and only as to the foregoing documents, the information
      set
      forth in items (1), (2), (3), (15), (18) and (22) of the Data Tape
      Information respecting such Mortgage Loan is correct; and (iv) each
      Mortgage Note has been endorsed as provided in Section 2.01 of this
      Agreement. Neither the Trustee nor the Custodian shall be responsible to verify
      the validity, sufficiency or genuineness of any document in any Custodial
      File.


    
      
        
        

      

      
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    The
      Custodian shall retain possession and custody of each Custodial File in
      accordance with and subject to the terms and conditions set forth herein. The
      Servicer shall promptly deliver to the Custodian, upon the execution or receipt
      thereof, the originals of such other documents or instruments constituting
      the
      Custodial File as come into the possession of the Servicer from time to
      time.

     

    The
      Mortgage Loan Seller shall deliver to the Servicer copies of all trailing
      documents required to be included in the Custodial File at the same time the
      original or certified copies thereof are delivered to the Custodian, including
      but not limited to such documents as the title insurance policy and any other
      Mortgage Loan documents upon return from the public recording office. The
      documents shall be delivered by the Mortgage Loan Seller at the Mortgage Loan
      Seller’s expense to the Servicer.

     

    Section
      2.03 Representations,
      Warranties and Covenants of the Mortgage Loan Seller and the Servicer; Remedies
      for Breaches of Representations and Warranties with Respect to the Mortgage
      Loans.
      (a) JPMorgan, in its capacity as Servicer makes the representations and
      warranties set forth in Schedule II
      hereto,
      to the Depositor, the Master Servicer, the Securities Administrator and the
      Trustee as of the Closing Date.

     

    (b) NC
      Capital Corporation, in its capacity as Mortgage Loan Seller, makes the
      representations and warranties set forth in Schedule III and Schedule IV
      hereto, to the Depositor, the Master Servicer, the Securities Administrator
      and
      the Trustee as of the date specified therein.

     

    (c) It
      is
      understood and agreed by the Servicer and the Mortgage Loan Seller that the
      representations and warranties set forth in this Section 2.03 shall survive
      the transfer of the Mortgage Loans by the Depositor to the Trustee on the
      Closing Date, and shall inure to the benefit of the Depositor, the Trustee
      and
      the Trust Fund notwithstanding any restrictive or qualified endorsement on
      any
      Mortgage Note or Assignment of Mortgage or the examination or failure to examine
      any Mortgage File. Upon discovery by the Mortgage Loan Seller, the Depositor,
      the Securities Administrator, the Trustee, the Master Servicer or the Servicer
      of a breach of any of the foregoing representations and warranties, the party
      discovering such breach shall give prompt written notice to the
      others.


    
      
        
        

      

      
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    (d) Within
      30 days of the earlier of either discovery by or notice to the Mortgage
      Loan Seller that any Mortgage Loan does not conform to the requirements as
      determined in the Custodian’s review of the related Custodial File or within
      60 days of the earlier of either discovery by or notice to the Mortgage
      Loan Seller of any breach of a representation or warranty referred to in
      Section 2.03(b) that materially and adversely affects the value of any
      Mortgage Loan or the interest of the Trustee or the Certificateholders therein,
      the Mortgage Loan Seller shall use its best efforts to cause to be remedied
      a
      material defect in a document constituting part of a Mortgage File or promptly
      to cure such breach in all material respects and, if such defect or breach
      cannot be remedied, the Mortgage Loan Seller shall, at the Depositor’s option as
      specified in writing and provided to the Mortgage Loan Seller and the Trustee,
      (i) if such 30- or 60-day period, as applicable, expires prior to the
      second anniversary of the Closing Date, remove such Mortgage Loan (a
“Deleted
      Mortgage Loan”)
      from
      the Trust Fund and substitute in its place a Substitute Mortgage Loan, in the
      manner and subject to the conditions set forth in this Section 2.03; or
      (ii) repurchase such Mortgage Loan at the Repurchase Price; provided,
      however,
      that
      any such substitution pursuant to clause (i) above shall not be
      effected prior to the delivery to the Custodian of a Request for Release
      substantially in the form of Exhibit J, and the delivery of the Mortgage
      File to the Custodian for any such Substitute Mortgage Loan. Notwithstanding
      the
      foregoing, a breach (i) which causes a Mortgage Loan not to constitute a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
      or (ii) of any of the representations and warranties set forth in items number
       (44), (45), (47), (54), (55), (56), (57), (58), (59), (60), (63) and (82)
      of Schedule IV with respect to any Group I Mortgage Loan, will be deemed
      automatically to materially and adversely affect the value of such Mortgage
      Loan
      and the interests of the Trustee and Certificateholders in such Mortgage Loan,
      requiring the repurchase or substitution of such Mortgage Loan by the Mortgage
      Loan Seller irrespective of the Mortgage Loan Seller’s actual knowledge of the
      breach of such representation and warranty. In the event that the Trustee
      receives notice of a breach by the Mortgage Loan Seller of any of the
      representations and warranties described in the immediately preceding sentence,
      the Trustee shall give notice of such breach to the Mortgage Loan Seller and
      request the Mortgage Loan Seller to substitute such Mortgage Loan or to
      repurchase such Mortgage Loan at the Repurchase Price within sixty
      (60) days of the receipt of such notice. The Mortgage Loan Seller shall
      repurchase each such Mortgage Loan within 60 days of the earlier of
      discovery or receipt of notice with respect to each such Mortgage
      Loan.

     

    (e) With
      respect to any Substitute Mortgage Loan or Loans, the Mortgage Loan Seller
      shall
      deliver to the Custodian for the benefit of the Certificateholders the Mortgage
      Note, the Mortgage, the related assignment of the Mortgage, and such other
      documents and agreements as are required by Section 2.01, with the Mortgage
      Note endorsed and the Mortgage assigned as required by Section 2.01. No
      substitution is permitted to be made with respect to any Distribution Date
      after
      the end of the related Prepayment Period. Scheduled Payments due with respect
      to
      Substitute Mortgage Loans in the Due Period of substitution shall not be part
      of
      the Trust Fund and will be retained by the Mortgage Loan Seller on the next
      succeeding Distribution Date. For the Due Period of substitution, distributions
      to Certificateholders will include the Scheduled Payment due on any Deleted
      Mortgage Loan for such Due Period and thereafter the Mortgage Loan Seller shall
      be entitled to retain all amounts received in respect of such Deleted Mortgage
      Loan.


    
      
        
        

      

      
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    (f) The
      Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders to reflect the removal of such Deleted Mortgage Loan and
      the
      substitution of the Substitute Mortgage Loan or Loans and the Servicer shall
      deliver the amended Mortgage Loan Schedule to the Trustee and the Custodian.
      Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject
      to the terms of this Agreement in all respects, and the Mortgage Loan Seller
      shall be deemed to have made with respect to such Substitute Mortgage Loan
      or
      Loans, as of the date of substitution, the representations and warranties made
      pursuant to Section 2.03(b) with respect to such Mortgage Loan. Upon any
      such substitution and the deposit to the Collection Account of the amount
      required to be deposited therein in connection with such substitution as
      described in the following paragraph, the Custodian shall release the Mortgage
      File held for the benefit of the Certificateholders relating to such Deleted
      Mortgage Loan to the Mortgage Loan Seller and the Trustee, upon receipt of
      a
      Request for Release certifying that all amounts required to be deposited in
      accordance with this Section 2.03(f) have been deposited in the Collection
      Account, shall execute and deliver at the Mortgage Loan Seller’s direction such
      instruments of transfer or assignment prepared by the Mortgage Loan Seller
      in
      each case without recourse, as shall be necessary to vest title in the Mortgage
      Loan Seller of the Trustee’s interest in any Deleted Mortgage Loan substituted
      for pursuant to this Section 2.03.

     

    (g) For
      any
      month in which the Mortgage Loan Seller substitutes one or more Substitute
      Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
      determine the amount (if any) by which the aggregate unpaid principal balance
      of
      all such Substitute Mortgage Loans as of the date of substitution is less than
      the aggregate unpaid principal balance of all such Deleted Mortgage Loans.
      The
      amount of such shortage plus an amount equal to the aggregate of any
      unreimbursed Advances with respect to such Deleted Mortgage Loans (collectively,
      the “Substitution
      Adjustment Amount”)
      shall
      be remitted by the Mortgage Loan Seller to the Servicer for deposit into the
      Collection Account on or before the Distribution Account Deposit Date for the
      Distribution Date in the month succeeding the calendar month during which the
      related Mortgage Loan became required to be purchased or replaced
      hereunder.

     

    (h) In
      addition to the repurchase or substitution obligations referred to in
      Section 2.03(d) above and Section 2.03 (k) below, the Mortgage Loan
      Seller or the Sponsor, as applicable, shall indemnify the Depositor, any of
      its
      Affiliates, the Master Servicer, the Servicer, the Securities Administrator,
      the
      Trustee and the Trust and hold such parties harmless against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses (including, without
      limitation, any taxes payable by the Trust) resulting from any third party
      claim, demand, defense or assertion based on or grounded upon, or resulting
      from, a breach by the Mortgage Loan Seller or the Sponsor, as applicable, of
      any
      of its representations and warranties or obligations contained in this
      Agreement.

     

    (i) The
      Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders to reflect the removal of such Deleted Mortgage Loan and
      the
      Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee, the
      Custodian, the Master Servicer and the Securities Administrator.

     

    (j) In
      the
      event that a Mortgage Loan shall have been repurchased pursuant to this
      Agreement or the Purchase Agreement, the proceeds from such repurchase shall
      be
      deposited by the Servicer in the Collection Account pursuant to
      Section 3.10 on or before the Remittance Date for the Distribution Date in
      the month following the month during which the Mortgage Loan Seller or Sponsor
      became obligated to repurchase or replace such Mortgage Loan and upon such
      deposit of the Repurchase Price, and receipt of a Request for Release in the
      form of Exhibit J hereto, the Custodian shall release the related Custodial
      File held for the benefit of the Certificateholders to the Mortgage Loan Seller
      or the Sponsor, as applicable, as directed by the Servicer, and the Trustee
      shall execute and deliver at such Person’s direction such instruments of
      transfer or assignment prepared by such Person, in each case without recourse,
      as shall be necessary to transfer title from the Trustee. In accordance with
      Section 12.05(a), the Securities Administrator shall promptly notify each
      Rating Agency of a purchase of a Mortgage Loan pursuant to this
      Section 2.03.


    
      
        
        

      

      
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    It
      is
      understood and agreed that the obligation of the Mortgage Loan Seller under
      this
      Agreement to cure, repurchase or substitute any Mortgage Loan as to which a
      breach of a representation and warranty has occurred and is continuing, together
      with any related indemnification obligations of the Mortgage Loan Seller set
      forth in Section 2.03(h), shall constitute the sole remedies against such
      Person respecting such breach available to Certificateholders, the Depositor
      and
      any of its Affiliates, or the Trustee on their behalf.

     

    (k) The
      Trustee acknowledges that, except as provided in Section 5 of the Purchase
      Agreement, the Sponsor shall not have any obligation or liability with respect
      to any breach of a representation or warranty made by it with respect to a
      Mortgage Loan sold by it, provided
      that
      such representation or warranty was also made by the Mortgage Loan Seller with
      respect to the related Mortgage Loan. It is understood and agreed that the
      representations and warranties of the Sponsor set forth in Section 4 of the
      Purchase Agreement and assigned to the Trustee by the Depositor hereunder shall
      survive the transfer of the Mortgage Loans by the Depositor to the Trustee
      on
      the Closing Date, and shall inure to the benefit of the Trustee and the
      Certificateholders notwithstanding any restrictive or qualified endorsement
      on
      any Mortgage Note or Assignment of Mortgage and shall continue throughout the
      term of this Agreement. Upon the discovery by any of the Sponsor, the Depositor,
      the Securities Administrator, the Trustee, the Master Servicer or the Servicer
      of a breach of any of the Sponsor’s representations and warranties set forth in
      Section 4 of the Purchase Agreement, the party discovering the breach shall
      give
      prompt written notice to the others. Within 30 days of the earlier of
      either discovery by or notice to the Sponsor of any breach of any of the
      foregoing representations or warranties that materially and adversely affects
      the value of any Mortgage Loan or the interest of the Trustee or the
      Certificateholders therein, the Sponsor shall use its best efforts to cure
      such
      breach in all material respects and, if such defect or breach cannot be
      remedied, the Sponsor shall, at the Depositor’s instructions as specified in
      writing and provided to the Sponsor and the Trustee, (i) if such 30-day
      period expires prior to the second anniversary of the Closing Date, remove
      such
      Mortgage Loan from the Trust Fund and substitute in its place a Substitute
      Mortgage Loan, in the same manner and subject to the same conditions set forth
      in this Section 2.03 that apply to repurchases or substitutions of Mortgage
      Loans by the Mortgage Loan Seller or (ii) repurchase such Mortgage Loan at
      the Repurchase Price; provided,
      however,
      that
      any such substitution pursuant to clause (i) above shall not be
      effected prior to the delivery to the Custodian of a Request for Release
      substantially in the form of Exhibit J, and the delivery of the Mortgage
      File to the Custodian for any such Substitute Mortgage Loan. In the event of
      any
      such repurchase or substitution of a Mortgage Loan by the Sponsor, the
      procedures set forth in Sections 2.03(e), (f), (g), (h), (i) and (j) shall
      apply
      to the Sponsor in the same manner and to the same extent that they are
      applicable to the Mortgage Loan Seller. It is understood and agreed that the
      obligations of the Sponsor under this Agreement to cure, repurchase or
      substitute any Mortgage Loan as to which a breach of a representation and
      warranty has occurred and is continuing, together with any related
      indemnification obligations of the Sponsor set forth in Section 2.03(h), shall
      constitute the sole remedies against the Sponsor available to the
      Certificateholders, the Depositor and any of its affiliates, or the Trustee
      on
      their behalf.


    
      
        
        

      

      
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    The
      provisions of this Section 2.03 shall survive delivery of the respective
      Custodial Files to the Custodian for the benefit of the
      Certificateholders.

     

    Section
      2.04 Execution
      and Delivery of Certificates.The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
      concurrently with such transfer and assignment, the Securities Administrator
      has
      executed and delivered to, or upon the order of the Depositor, the Certificates
      in authorized denominations evidencing directly or indirectly the entire
      ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
      exercise the rights referred to above for the benefit of all present and future
      Holders of the Certificates.

     

    Section
      2.05 REMIC
      Matters.The
      Preliminary Statement sets forth the designations for federal income tax
      purposes of all interests created hereby. The “Startup
      Day”
for
      purposes of the REMIC Provisions shall be the Closing Date. The “latest
      possible maturity date”
is
      the
      Distribution Date occurring in November 2039, which is the Distribution Date
      in
      the month following the month in which the latest Mortgage Loan maturity date
      occurs.

     

    Section
      2.06 Representations
      and Warranties of the Depositor.The
      Depositor hereby represents, warrants and covenants to the other parties to
      this
      agreement that as of the date of this Agreement or as of such date specifically
      provided herein:

     

    (a) The
      Depositor is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware;

     

    (b) The
      Depositor has the power and authority to convey the Mortgage Loans and to
      execute, deliver and perform, and to enter into and consummate transactions
      contemplated by, this Agreement;

     

    (c) This
      Agreement has been duly and validly authorized, executed and delivered by the
      Depositor, all requisite company action having been taken, and, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes or will constitute the legal, valid and binding agreement of the
      Depositor, enforceable against the Depositor in accordance with its terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights of creditors generally, and by general equity principles (regardless
      of
      whether such enforcement is considered in a proceeding in equity or at
      law);

     

    (d) No
      consent, approval, authorization or order of, or registration or filing with,
      or
      notice to, any governmental authority or court is required for the execution,
      delivery and performance of or compliance by the Depositor with this Agreement
      or the consummation by the Depositor of any of the transactions contemplated
      hereby, except as have been received or obtained on or prior to the Closing
      Date;


    
      
        
        

      

      
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    (e) None
      of
      the execution and delivery of this Agreement, the consummation of the
      transactions contemplated hereby or thereby, or the fulfillment of or compliance
      with the terms and conditions of this Agreement, (i) conflicts or will
      conflict with or results or will result in a breach of, or constitutes or will
      constitute a default or results or will result in an acceleration under
      (A) the charter or bylaws of the Depositor, or (B) of any term,
      condition or provision of any material indenture, deed of trust, contract or
      other agreement or instrument to which the Depositor or any of its subsidiaries
      is a party or by which it or any of its subsidiaries is bound; (ii) results
      or will result in a violation of any law, rule, regulation, order, judgment
      or
      decree applicable to the Depositor of any court or governmental authority having
      jurisdiction over the Depositor or its subsidiaries; or (iii) results in
      the creation or imposition of any lien, charge or encumbrance which would have
      a
      material adverse effect upon the Mortgage Loans or any documents or instruments
      evidencing or securing the Mortgage Loans;

     

    (f) There
      are
      no actions, suits or proceedings before or against or investigations of, the
      Depositor pending, or to the knowledge of the Depositor, threatened, before
      any
      court, administrative agency or other tribunal, and no notice of any such
      action, which, in the Depositor’s reasonable judgment, might materially and
      adversely affect the performance by the Depositor of its obligations under
      this
      Agreement, or the validity or enforceability of this Agreement;

     

    (g) The
      Depositor is not in default with respect to any order or decree of any court
      or
      any order, regulation or demand of any federal, state, municipal or governmental
      agency that would materially and adversely affect its performance hereunder;
      and

     

    (h) Immediately
      prior to the transfer and assignment by the Depositor to the Trustee on the
      Closing Date, the Depositor had good title to, and was the sole owner of each
      Mortgage Loan, free of any interest of any other Person, and the Depositor
      has
      transferred all right, title and interest in each Mortgage Loan to the Trustee.
      The transfer of the Mortgage Note and the Mortgage as and in the manner
      contemplated by this Agreement is sufficient either (i) fully to transfer
      to the Trustee, for the benefit of the Certificateholders, all right, title,
      and
      interest of the Depositor thereto as note holder and mortgagee or (ii) to
      grant to the Trustee, for the benefit of the Certificateholders, the security
      interest referred to in Section 12.04.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.06 shall survive delivery of the respective
      Mortgage Files to the Custodian and shall inure to the benefit of the
      Trustee.

     

    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      MORTGAGE LOANS

     

    Section
      3.01 Servicer
      to Service Mortgage Loans.(a)  For
      and on behalf of the Certificateholders, the Servicer shall service and
      administer the Mortgage Loans in accordance with the terms of this Agreement
      and
      the respective Mortgage Loans and, to the extent consistent with such terms,
      in
      accordance with Accepted Servicing Practices, but without regard
      to:


    
      
        
        

      

      
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    (i) any
      relationship that the Servicer, any Subservicer or any Affiliate of the Servicer
      or any Subservicer may have with the related Mortgagor;

     

    (ii) the
      ownership or non-ownership of any Certificate by the Servicer or any Affiliate
      of the Servicer;

     

    (iii) the
      Servicer’s obligation to make P&I Advances or Servicing Advances;
      or

     

    (iv) the
      Servicer’s or any Subservicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall seek to maximize the
      timely and complete recovery of principal and interest on the Mortgage Notes.
      Subject only to the above-described servicing standards and the terms of this
      Agreement and of the respective Mortgage Loans, the Servicer shall have full
      power and authority, acting alone or through Subservicers as provided in
      Section 3.02, to do or cause to be done any and all things in connection
      with such servicing and administration which it may deem necessary or desirable.
      Without limiting the generality of the foregoing, the Servicer in its own name
      or in the name of a Subservicer is hereby authorized and empowered by the
      Trustee when the Servicer believes it appropriate in its best judgment in
      accordance with Accepted Servicing Practices to execute and deliver any and
      all
      instruments of satisfaction or cancellation, or of partial or full release
      or
      discharge, and all other comparable instruments, with respect to the Mortgage
      Loans and the Mortgaged Properties and to institute foreclosure proceedings
      or
      obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
      properties, and to hold or cause to be held title to such properties, on behalf
      of the Trustee. The Servicer shall at its own expense be responsible for
      preparing and recording all lien releases and mortgage satisfactions in
      accordance with state and local regulations. The Servicer shall service and
      administer the Mortgage Loans in accordance with applicable state and federal
      law and shall provide to the Mortgagors any reports required to be provided
      to
      them thereby. The Servicer shall also comply in the performance of this
      Agreement with all reasonable rules and requirements of each insurer under
      any
      standard hazard insurance policy or any Primary Mortgage Insurance Policy (if
      applicable). Subject to Section 3.16, the Trustee shall execute, at the
      written request of the Servicer, and furnish to the Servicer and any Subservicer
      such documents provided to the Trustee as are necessary or appropriate to enable
      the Servicer or any Subservicer to carry out their servicing and administrative
      duties hereunder, and the Trustee hereby grants to the Servicer, and this
      Agreement shall constitute, a power of attorney to carry out such duties
      including a power of attorney to take title to Mortgaged Properties after
      foreclosure on behalf of the Trustee. The Trustee shall execute a separate
      power
      of attorney, furnished to it by the Servicer, in favor of the Servicer for
      the
      purposes described herein to the extent necessary or desirable to enable the
      Servicer to perform its duties hereunder. The Trustee shall not be liable for
      the actions of the Servicer or any Subservicers under such powers of attorney.
      Notwithstanding anything contained herein to the contrary, no Servicer or
      Subservicer shall without the Trustee’s consent: (i) initiate any action, suit
      or proceeding solely under the Trustee’s name without indicating the Servicer’s
      or Subservicer’s, as applicable, representative capacity, or (ii) knowingly take
      any action with the intent to, or which actually does cause, the Trustee to
      be
      registered to do business in any state.


    
      
        
        

      

      
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    (b) Subject
      to Section 3.09(b), in accordance with the standards of the preceding
      paragraph, the Servicer shall advance or cause to be advanced funds as necessary
      for the purpose of effecting the timely payment of taxes and assessments on
      the
      Mortgaged Properties, which advances shall be Servicing Advances reimbursable
      in
      the first instance from the collection from the Mortgagors pursuant to
      Section 3.09(b), and further as provided in Section 3.11. Any cost
      incurred by the Servicer or by Subservicers in effecting the timely payment
      of
      taxes and assessments on a Mortgaged Property shall not be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit.

     

    (c) Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan (except as provided in
      Section 4.01) and the Servicer shall not (i) permit any modification
      with respect to any Mortgage Loan that would change the Mortgage Rate, reduce
      or
      increase the principal balance (except for reductions resulting from actual
      payments of principal) or change the final maturity date on such Mortgage Loan
      (except for a reduction of interest payments resulting from the application
      of
      the Servicemembers Civil Relief Act or any similar state statutes) or
      (ii) permit any modification, waiver or amendment of any term of any
      Mortgage Loan that would both (A) effect an exchange or reissuance of such
      Mortgage Loan under Section 1001 of the Code (or final, temporary or
      proposed Treasury regulations promulgated thereunder) and (B) cause either
      the Upper Tier REMIC or a Lower Tier REMIC to fail to qualify as a REMIC under
      the Code or the imposition of any tax on “prohibited transactions” or
“contributions after the startup day” under the REMIC Provisions, or
      (iii) except as provided in Section 3.07(a), waive any Prepayment
      Charges.

     

    (d) The
      Servicer may delegate its responsibilities under this Agreement; provided,
      however,
      that no
      such delegation shall release the Servicer from the responsibilities or
      liabilities arising under this Agreement.

     

    (e) As
      of the
      Closing Date, JPMorgan has engaged Chase Home Finance LLC (“CHF”) to act as
      subservicer with respect to JPMorgan’s servicing obligations under this
      Agreement. So long as JPMorgan is not a ranked servicer by any Rating Agency,
      JPMorgan agrees that prior to replacing CHF as subservicer, other than with
      an
      affiliate of JPMorgan that is a ranked servicer, it will obtain written
      confirmation from each Rating Agency that such replacement of CHF as subservicer
      with respect to JPMorgan’s servicing obligations related to the Mortgage Loans
      will not cause the current rating on the Certificates to be withdrawn or lowered
      by such Rating Agency and agrees that any replacement subservicer shall agree
      to
      subservice in accordance with the terms of this Agreement, including but not
      limited to the consideration of whether to waive a Prepayment Charge
      thereunder.

     

    Section
      3.02 Subservicing
      Agreements between Servicer and Subservicers; Use of
      Subcontractors.(a)
      The
      Servicer may enter into a subservicing agreement with a Subservicer, for the
      servicing and administration of the Mortgage Loans (“Subservicing
      Agreement”)
      without obtaining the prior consent of the Trustee, the Depositor, the Master
      Servicer, Securities Administrator or other parties hereto to the utilization
      of
      any such Subservicer, provided the provisions of such Subservicing Agreement
      comply with the requirements set forth of this Section 3.02. None of the
      Trustee, the Master Servicer or the Depositor shall be required to review or
      consent to such Subservicing Agreement and shall have no liability in connection
      therewith.


    
      
        
        

      

      
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      (b) Each
        Subservicer shall be (i) authorized to transact business in the state or
        states in which the related Mortgaged Properties it is to service are situated,
        if and to the extent required by applicable law to enable the Subservicer
        to
        perform its obligations hereunder and under the Subservicing Agreement and
        (ii)
        a Freddie Mac or Fannie Mae approved mortgage servicer. The Servicer shall
        examine each Subservicing Agreement and will be familiar with the terms thereof.
        The Servicer and the Subservicers may enter into and make amendments to the
        Subservicing Agreements or enter into different forms of Subservicing
        Agreements; provided,
        however,
        that
        any such amendments or different forms shall be consistent with and not violate
        the provisions of this Agreement, and that no such amendment or different
        form
        shall be made or entered into which could be reasonably expected to be
        materially adverse to the interests of the Trustee, the Depositor, the Master
        Servicer or the Securities Administrator without their prior written consent.
        The Servicer shall deliver to the Master Servicer and the Securities
        Administrator copies of any additional Subservicing Agreements relating to
        the
        Mortgage Loans entered into after the Closing Date, and any and all
        amendments thereto
        promptly
        upon the Servicer’s execution and delivery of such instruments. 

       

    

    (c) As
      part
      of its servicing activities hereunder, the Servicer (except as otherwise
      provided in the last sentence of this paragraph) shall enforce the obligations
      of each Subservicer under the related Subservicing Agreement, including, without
      limitation, (i) any obligation to make advances in respect of delinquent
      payments as required by a Subservicing Agreement, (ii) the obligation to
      establish Subservicing Accounts meeting the criteria of Section 3.08 and (iii)
      the reporting obligations set forth under Section 3.22, 3.23, 3.24 and 3.30
      hereof to the same extent as if such Subservicer were the Servicer and a party
      to this Agreement. The Servicer shall be responsible for obtaining from each
      Subservicer and delivering to the Master Servicer, the Securities Administrator
      and the Depositor (i) any servicer annual compliance statement required to
      be
      delivered by such Subservicer under Section 3.24(b); (ii) any report on
      assessments and attestations of compliance with Relevant Servicing Criteria
      required to be delivered by the Subservicer pursuant to Sections 3.22 and 3.23;
      and (iii) any certifications required to be delivered under Section 3.24(a)
      to
      the Master Servicer or such other Person that will be responsible for signing
      the Sarbanes-Oxley Certification as and where required to be delivered
      hereunder. 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, in its good faith business judgment,
      would require were it the owner of the related Mortgage Loans. 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 Mortgage Loans or (ii) from a specific recovery
      of costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed.

     

    (d) It
      shall
      not be necessary for the Servicer to seek the consent of the Depositor, the
      Trustee, the Master Servicer, the Securities Administrator or other parties
      hereto to the utilization of a Subcontractor. The Servicer shall give prompt
      written notice to the Master Servicer and the Depositor of the appointment
      of
      any Subcontractor and provide a written description (in form and substance
      satisfactory to the Depositor) of the role and function of each Subcontractor
      specifying (i) which, if any, of such Subcontractors are Servicing Function
      Participants, (ii) which elements of the Servicing Criteria set forth under
      Item
      1122(d) of Regulation AB will be addressed in assessments and attestations
      of
      compliance with Relevant Servicing Criteria provided by such Subcontractor
      identified pursuant to clause (i) of this paragraph.


    
      
        
        

      

      
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      (e) As
        a
        condition to the utilization of any Subcontractor determined by the Servicer
        to
        be a Servicing Function Participant, the Servicer shall cause any such
        Subcontractor used by the Servicer (or by any Subservicer) to comply with
        the
        provisions of Sections 3.22, 3.23, 3.24, 3.30, 6.05, 6.06, 7.01(i) and Exhibit
        S
        of this Agreement to the same extent as if such Subcontractor were the Servicer.
        The Servicer shall be responsible for obtaining from each Subcontractor and
        delivering the Securities Administrator, the Master Servicer and the Depositor
        any assessments and attestations of compliance required to be delivered by
        such
        Subcontractor pursuant to Sections 3.22 and 3.23, in each case as and when
        required to be delivered. 

       

    

    Section
      3.03 Successor
      Subservicers.The
      Servicer shall be entitled to terminate any Subservicing Agreement and the
      rights and obligations of any Subservicer pursuant to any Subservicing Agreement
      in accordance with the terms and conditions of such Subservicing Agreement.
      In
      the event of termination of any Subservicer, all servicing obligations of such
      Subservicer shall be assumed simultaneously by the Servicer without any act
      or
      deed on the part of such Subservicer or Servicer, and the Servicer either shall
      service directly the related Mortgage Loans or shall enter into a Subservicing
      Agreement with a successor subservicer which qualifies under
      Section 3.02.

     

    Any
      Subservicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Master Servicer without fee, in accordance with
      the terms of this Agreement, in the event that the Servicer shall, for any
      reason, no longer be the Servicer (including termination due to an Event of
      Default).

     


    Section
      3.04 Liability
      of the Servicer.Notwithstanding
      any subservicing agreement or the provisions of this Agreement relating to
      agreements or arrangements between the Servicer and a Subservicer, Subcontractor
      or other third party or reference to actions taken through a Subservicer, a
      Subcontractor, another third party or otherwise, the Servicer shall remain
      obligated and primarily liable to the Trustee and the Trust Fund for the
      servicing and administering of the Mortgage Loans in accordance with the
      provisions hereof without diminution of such obligation or liability by virtue
      of any subservicing, subcontracting or other agreements or arrangements or
      by
      virtue of indemnification from a Subservicer, Subcontractor or a third party
      and
      to the same extent and under the same terms and conditions as if the Servicer
      alone were servicing the Mortgage Loans, including with respect to compliance
      with Item 1122 of Regulation AB. The Servicer shall be entitled to enter into
      any agreement with a Subservicer, Subcontractor or other third party for
      indemnification of the Servicer by such Subservicer, Subcontractor or third
      party and nothing contained in the Agreement shall be deemed to limit or modify
      such indemnification.


    
      
        
        

      

      
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    Section
      3.05 No
      Contractual Relationship between Subservicers and the Master
      Servicer.Any
      Subservicing Agreement that may be entered into and any transactions or services
      relating to the Mortgage Loans involving a Subservicer in its capacity as such
      shall be deemed to be between the Subservicer and the Servicer alone, and none
      of the Trustee, the Depositor, the Securities Administrator, or the Master
      Servicer (nor any successor master servicer) shall be deemed a party thereto
      and
      shall have no claims, rights, obligations, duties or liabilities with respect
      to
      the Subservicer except as set forth in Section 3.06. The Servicer shall be
      solely liable for all fees owed by it to any Subservicer, irrespective of
      whether the Servicer’s compensation pursuant to this Agreement is sufficient to
      pay such fees.

     

    Section
      3.06 Assumption
      or Termination of Subservicing Agreements by Master Servicer.In
      the
      event the Servicer at any time shall for any reason no longer be the Servicer
      (including by reason of the occurrence of an Event of Default), the Master
      Servicer, or its designee or the successor servicer if the successor is not
      the
      Master Servicer, shall thereupon assume all of the rights and obligations of
      the
      Servicer under each Subservicing Agreement that the Servicer may have entered
      into, with copies thereof provided to the Master Servicer or the successor
      servicer if the successor is not the Master Servicer, prior to the Master
      Servicer or the successor servicer if the successor is not the Master Servicer,
      assuming such rights and obligations, unless the Master Servicer elects to
      terminate any Subservicing Agreement in accordance with its terms as provided
      in
      Section 3.03.

     

    Upon
      such
      assumption, the Master Servicer, its designee or the successor servicer shall
      be
      deemed, subject to Section 3.03, to have assumed all of the Servicer’s
      interest therein and to have replaced the Servicer as a party to each
      Subservicing Agreement to the same extent as if each Subservicing Agreement
      had
      been assigned to the assuming party, except that (i) the Servicer shall not
      thereby be relieved of any liability or obligations under any Subservicing
      Agreement that arose before it ceased to be the Servicer and (ii) none of
      the Trustee, the Depositor, the Master Servicer, the Securities Administrator,
      their designees or any successor servicer shall be deemed to have assumed any
      liability or obligation of the Servicer that arose before it ceased to be the
      Servicer.

     

    The
      Servicer at its expense shall, upon request of the Master Servicer, its designee
      or the successor servicer deliver to the assuming party all documents and
      records relating to the Subservicing Agreement and the Mortgage Loans then
      being
      serviced and an accounting of amounts collected and held by or on behalf of
      it,
      and otherwise use its best efforts to effect the orderly and efficient transfer
      of the Subservicing Agreements to the assuming party.

     


    
      
        
        

      

      
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    Section
      3.07 Collection
      of Certain Mortgage Loan Payments.(a)  The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the Mortgage Loans, and shall, to the extent such
      procedures shall be consistent with this Agreement and the terms and provisions
      of any applicable Insurance Policies, follow such collection procedures as
      it
      would follow with respect to mortgage loans comparable to the Mortgage Loans
      and
      held for its own account. Consistent with the foregoing and Accepted Servicing
      Practices, the Servicer may (i) waive any late payment charge or, if
      applicable, any penalty interest, or (ii) extend the due dates for the
      Scheduled Payments due on a Mortgage Note for a period of not greater than
      180 days; provided,
      that
      any extension pursuant to clause (ii) above shall not affect the
      amortization schedule of any Mortgage Loan for purposes of any computation
      hereunder, except as provided below. In the event of any such arrangement
      pursuant to clause (ii) above, the Servicer shall make timely advances
      on such Mortgage Loan during such extension pursuant to Section 4.01 and in
      accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements, subject to
      Section 4.01(d) pursuant to which the Servicer shall not be required to
      make any such advances that are Nonrecoverable P&I Advances. Notwithstanding
      the foregoing, in the event that any Mortgage Loan is in default or in the
      judgment of the Servicer, such default is reasonably foreseeable, the Servicer,
      consistent with the standards set forth in Section 3.01, may also waive,
      modify or vary any term of such Mortgage Loan (including modifications that
      would change the Mortgage Rate, forgive the payment of principal or interest,
      extend the final maturity date of such Mortgage Loan or waive, in whole or
      in
      part, a Prepayment Charge), accept payment from the related Mortgagor of an
      amount less than the Stated Principal Balance in final satisfaction of such
      Mortgage Loan, or consent to the postponement of strict compliance with any
      such
      term or otherwise grant indulgence to any Mortgagor (any and all such waivers,
      modifications, variances, forgiveness of principal or interest, postponements,
      or indulgences collectively referred to herein as “Forbearance”);
      provided,
      however,
      that
      the Servicer’s approval of a modification of a Due Date shall not be considered
      a modification for purposes of this sentence; provided,
      further,
      that
      the final maturity date of any Mortgage Loan may not be extended beyond the
      Final Scheduled Distribution Date for the LIBOR Certificates. The Servicer’s
      analysis supporting any Forbearance and the conclusion that any Forbearance
      meets the standards of Section 3.01 shall be reflected in writing in the
      Servicing File or on the Servicer’s servicing records. In addition,
      notwithstanding the foregoing, the Servicer may also waive (or permit a
      Subservicer to waive), in whole or in part, a Prepayment Charge if such waiver
      would, in the Servicer’s judgment, maximize recoveries on the related Mortgage
      Loan or if such Prepayment Charge is (i) not permitted to be collected by
      applicable law, or the collection of the Prepayment Charge would be considered
      “predatory” pursuant to written guidance published by any applicable federal,
      state or local regulatory authority having jurisdiction over such matters,
      or
      (ii) the enforceability of such Prepayment Charge is limited (1) by
      bankruptcy, insolvency, moratorium, receivership or other similar laws relating
      to creditors’ rights or (2) due to acceleration in connection with a
      foreclosure or other involuntary payment. If a Prepayment Charge is waived
      other
      than as permitted in this Section 3.07(a), then the Servicer is required to
      pay the amount of such waived Prepayment Charge, for the benefit of the Holders
      of the Class P Certificates, by depositing such amount into the Collection
      Account together with and at the time that the amount prepaid on the related
      Mortgage Loan is required to be deposited into the Collection Account;
provided,
      however,
      that
      the Servicer shall not have an obligation to pay the amount of any uncollected
      Prepayment Charge if the failure to collect such amount is the direct result
      of
      inaccurate or incomplete information on the Mortgage Loan Schedule in effect
      at
      such time. The Master Servicer shall have no responsibility for verifying the
      accuracy of the amount of Prepayment Charges waived or remitted by the
      Servicer.

     

    (b) (i) The
      Securities Administrator shall establish and maintain the Excess Reserve Fund
      Account, on behalf of the Class X Certificateholders, to receive any Basis
      Risk Payment and to secure their limited recourse obligation to pay to the
      LIBOR
      Certificateholders Basis Risk Carryover Amounts.

     

    
      
        
        

      

      
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    (ii) On
      each
      Distribution Date, the Securities Administrator shall deposit the amount of
      any
      Basis Risk Payment for such date into the Excess Reserve Fund
      Account.

     

    (c) (i) On
      each
      Distribution Date on which there exists a Basis Risk Carryover Amount on any
      Class of Certificates, the Securities Administrator shall (1) withdraw
      from the Distribution Account and deposit in the Excess Reserve Fund Account,
      as
      set forth in Section 4.02(a)(iii)(C), the lesser of (x) the
      Class X Distributable Amount (without regard to the reduction in the
      definition thereof with respect to the Basis Risk Payment (to the extent
      remaining after the distributions specified in Sections  4.02(a)(iii)(A)
      through (E)) and (y) the aggregate Basis Risk Carryover Amounts for such
      Distribution Date and (2) withdraw from the Excess Reserve Fund Account
      amounts necessary to pay to such Class or Classes of LIBOR Certificates the
      Basis Risk Carryover Amount. Such payments shall be allocated to those Classes
      on a pro rata
      basis
      based upon the amount of Basis Risk Carryover Amount owed to each such
      Class and shall be paid in the priority set forth in
      Sections 4.02(a)(iii)(D).

     

    (ii) The
      Securities Administrator shall account for the Excess Reserve Fund Account
      as an
      asset of a grantor trust under subpart E, Part I of subchapter J
      of the Code and not as an asset of any REMIC created pursuant to this Agreement.
      The beneficial owners of the Excess Reserve Fund Account are the Class X
      Certificateholders. For all federal tax purposes, amounts transferred by the
      Upper Tier REMIC to the Excess Reserve Fund Account shall be treated as
      distributions by the Securities Administrator to the Class X
      Certificateholders.

     

    (iii) Any
      Basis
      Risk Carryover Amounts paid by the Securities Administrator to the LIBOR
      Certificateholders shall be accounted for by the Securities Administrator as
      amounts paid first to the Holders of the Class X Certificates and then to
      the respective Class or Classes of LIBOR Certificates. In addition, the
      Securities Administrator shall account for such Certificateholders’ rights to
      receive payments of Basis Risk Carryover Amounts as rights in a limited recourse
      notional principal contract written by the Class X Certificateholders in
      favor of such Certificateholders.

     

    (iv) Notwithstanding
      any provision contained in this Agreement, the Securities Administrator shall
      not be required to make any payments to and from the Excess Reserve Fund Account
      except as expressly set forth in this Section 3.07(c) and
      Sections 4.02(a)(iii)(C) and (D).

     

    (d) The
      Securities Administrator shall establish and maintain the Distribution Account
      on behalf of the Certificateholders. The Master Servicer shall, promptly upon
      receipt, deposit in the Distribution Account and retain therein the
      following:

     

    (i) the
      aggregate amount remitted by the Servicer to the Master Servicer pursuant to
      Section 3.11;

     

    (ii) any
      amount deposited by the Servicer pursuant to Section 3.12(b) in connection
      with any losses on Permitted Investments; and


    
      
        
        

      

      
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    (iii) any
      other
      amounts deposited hereunder which are required to be deposited in the
      Distribution Account.

     

    In
      the
      event that the Servicer shall remit any amount not required to be remitted,
      it
      may at any time direct the Securities Administrator in writing to withdraw
      such
      amount from the Distribution Account, any provision herein to the contrary
      notwithstanding. Such direction may be accomplished by delivering notice to
      the
      Securities Administrator which describes the amounts deposited in error in
      the
      Distribution Account. All funds deposited in the Distribution Account shall
      be
      held by the Securities Administrator in trust for the Certificateholders until
      disbursed in accordance with this Agreement or withdrawn in accordance with
      Section 4.02. 

     

    (e) The
      Securities Administrator may invest the funds in the Distribution Account during
      the Securities Administrator Float Period in one or more Permitted Investments
      in accordance with Section 3.12. The Securities Administrator may withdraw
      from the Distribution Account any income or gain earned from the investment
      of
      funds deposited therein for its own benefit.

     

    (f) The
      Servicer shall give notice to the Securities Administrator of any proposed
      change of the location of the Collection Account not later than 30 days and
      not more than 45 days prior to any change thereof and the Securities
      Administrator shall forward such notice to each Rating Agency and the
      Depositor.

     

    (g) To
      help
      fight the funding of terrorism and money laundering activities, the Trustee
      will
      obtain, verify, and record information that identifies individuals or entities
      that establish a relationship or open an account with the Trustee. The Trustee
      will ask for the name, address, tax identification number and other information
      that will allow the Trustee to identify the individual or entity who is
      establishing the relationship or opening the account. The Trustee may also
      ask
      for formation documents such as articles of incorporation, an offering
      memorandum, or other identifying documents to be provided.

     

    Section
      3.08 Subservicing
      Accounts.In
      those
      cases where a Subservicer is servicing a Mortgage Loan pursuant to a
      Subservicing Agreement, the Subservicer will be required to establish and
      maintain one or more segregated accounts (collectively, the “Subservicing
      Account”).
      The
      Subservicing Account shall be an Eligible Account and shall otherwise be
      acceptable to the Servicer. The Subservicer shall deposit in the clearing
      account (which account must be an Eligible Account) in which it customarily
      deposits payments and collections on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis, and in no event more than
      one Business Day after the Subservicer’s receipt thereof, all proceeds of
      Mortgage Loans received by the Subservicer less its servicing compensation
      to
      the extent permitted by the Subservicing Agreement, and shall thereafter deposit
      such amounts in the Subservicing Account, in no event more than two Business
      Days after the deposit of such funds into the clearing account. The Subservicer
      shall thereafter deposit such proceeds in the Collection Account or remit such
      proceeds to the Servicer for deposit in the Collection Account not later than
      two Business Days after the deposit of such amounts in the Subservicing Account.
      For purposes of this Agreement, the Servicer shall be deemed to have received
      payments on the Mortgage Loans when the Subservicer receives such payments.
      Funds in the clearing account and any Subservicing Account may, in the
      discretion of the Servicer, be invested in Permitted Investments pending their
      deposit in the Subservicing Account and the Collection Account, as applicable;
      however, the Servicer shall be responsible for reimbursement of any losses
      incurred on such investments.


    
      
        
        

      

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

     

    (a) The
      Servicer shall enforce the obligations under each paid-in-full, life-of-the-loan
      tax service contract in effect with respect to each Mortgage Loan (each, a
      “Tax
      Service Contract”).
      Each
      Tax Service Contract shall be transferred to a successor Servicer, at the
      Servicer’s expense in the event that the Servicer is terminated for cause as
      Servicer of the related Mortgage Loan; otherwise such expense will be borne
      by
      the successor servicer.

     

    (b) To
      the
      extent that the services described in this paragraph (b) are not
      otherwise provided pursuant to the Tax Service Contracts described in
      paragraph (a) hereof, the Servicer undertakes to perform such
      functions. To the extent the related Mortgage provides for Escrow Payments,
      the
      Servicer shall establish and maintain, or cause to be established and
      maintained, one or more segregated accounts (the “Escrow
      Accounts”),
      which
      shall be Eligible Accounts. The Servicer shall deposit in the clearing account
      (which account must be an Eligible Account) in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one Business
      Day after the Servicer’s receipt thereof, all collections from the Mortgagors
      (or related advances from Subservicers) for the payment of taxes, assessments,
      hazard insurance premiums and comparable items for the account of the Mortgagors
      (“Escrow
      Payments”)
      collected on account of the Mortgage Loans and shall thereafter deposit such
      Escrow Payments in the Escrow Accounts, in no event more than two Business
      Days
      after the deposit of such funds in the clearing account, for the purpose of
      effecting the payment of any such items as required under the terms of this
      Agreement. Withdrawals of amounts from an Escrow Account may be made only to
      (i) effect payment of taxes, assessments, hazard insurance premiums, and
      comparable items; (ii) reimburse the Servicer (or a Subservicer to the
      extent provided in the related Subservicing Agreement) out of the collection
      for
      any advances made pursuant to Section 3.01 (with respect to taxes and
      assessments) and Section 3.13 (with respect to hazard insurance);
      (iii) refund to Mortgagors any sums as may be determined to be overages;
      (iv) pay interest, if required and as described below, to Mortgagors on
      balances in the Escrow Account; (v) clear and terminate the Escrow Account
      at the termination of the Servicer’s obligations and responsibilities in respect
      of the Mortgage Loans under this Agreement; or (vi) recover amounts
      deposited in error. As part of its servicing duties, the Servicer or
      Subservicers shall pay to the Mortgagors interest on funds in Escrow Accounts,
      to the extent required by law and, to the extent that interest earned on funds
      in the Escrow Accounts is insufficient, to pay such interest from its or their
      own funds, without any reimbursement therefor. To the extent that a Mortgage
      does not provide for Escrow Payments, the Servicer shall determine whether
      any
      such payments are made by the Mortgagor in a manner and at a time that avoids
      the loss of the Mortgaged Property due to a tax sale or the foreclosure of
      a tax
      lien. The Servicer assumes full responsibility for the payment of all such
      bills
      within such time and shall effect payments of all such bills irrespective of
      the
      Mortgagor’s faithful performance in the payment of same or the making of the
      Escrow Payments and shall make advances from its own funds to effect such
      payments; provided,
      however,
      that
      such advances are deemed to be Servicing Advances.


    
      
        
        

      

      
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    Section
      3.10 Collection
      Account. 
      (a)  On behalf of the Trustee, the Servicer shall establish and
      maintain, or cause to be established and maintained, one or more segregated
      Eligible Accounts (such account or accounts, the “Collection
      Account”),
      held
      in trust for the benefit of the Trustee. On behalf of the Trustee, the Servicer
      shall deposit or cause to be deposited in the clearing account (which account
      must be an Eligible Account) in which it customarily deposits payments and
      collections on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis, and in no event more than one Business Day after
      the Servicer’s receipt thereof, and shall thereafter deposit into the Collection
      Account, in no event more than two Business Days after the deposit of such
      funds
      into the clearing account, as and when received or as otherwise required
      hereunder, the following payments and collections received or made by it
      subsequent to the Cut-off Date (other than in respect of principal or interest
      on the related Mortgage Loans due on or before the Cut-off Date), or payments
      (other than Principal Prepayments) received by it on or prior to the Cut-off
      Date but allocable to a Due Period subsequent thereto:

     

    (i) all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans;

     

    (ii) all
      payments on account of interest (net of the related Servicing Fee) on each
      Mortgage Loan;

     

    (iii) all
      Insurance Proceeds and Condemnation Proceeds to the extent such Insurance
      Proceeds and Condemnation Proceeds are not to be applied to the restoration
      of
      the related Mortgaged Property or released to the related Mortgagor in
      accordance with the express requirements of law or in accordance with Accepted
      Servicing Practices, Liquidation Proceeds and Subsequent
      Recoveries;

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.12 in connection
      with any losses realized on Permitted Investments with respect to funds held
      in
      the Collection Account;

     

    (v) any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.13(a) in respect of any blanket policy
      deductibles;

     

    (vi) all
      proceeds of any Mortgage Loan repurchased or purchased in accordance with this
      Agreement; and

     

    (vii) all
      Prepayment Charges collected by the Servicer.

     

    The
      foregoing requirements for deposit in the Collection Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of late payment charges, NSF fees,
      reconveyance fees, assumption fees and other similar fees and charges need
      not
      be deposited by the Servicer in the Collection Account and shall, upon
      collection, belong to the Servicer as additional compensation for its servicing
      activities. In the event the Servicer shall deposit in the Collection Account
      any amount not required to be deposited therein, it may at any time withdraw
      such amount from the Collection Account, any provision herein to the contrary
      notwithstanding. 


    
      
        
        

      

      
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    (b) Funds
      in
      the Collection Account may be invested in Permitted Investments in accordance
      with the provisions set forth in Section 3.12. The Servicer shall give
      notice to the Securities Administrator, the Master Servicer, the Trustee and
      the
      Depositor of the location of the Collection Account maintained by it when
      established and prior to any change thereof.

     

    Section
      3.11 Withdrawals
      from the Collection Account.
      (a) The Servicer shall, from time to time, make withdrawals from the
      Collection Account maintained by it for any of the following purposes or as
      described in Section 4.01:

     

    (i) on
      or
      prior to each Remittance Date, to remit to the Master Servicer (A) the
      Master Servicing Fee with respect to such Distribution Date and (B) all
      Available Funds in respect of the related Distribution Date together with all
      amounts representing Prepayment Charges (payable to the Class P
      Certificateholders) from the Mortgage Loans received during the related
      Prepayment Period;

     

    (ii) to
      reimburse the Servicer for (A) P&I Advances, but only to the extent of
      amounts received which represent Late Collections (net of the related Servicing
      Fees) of Scheduled Payments on Mortgage Loans with respect to which such P&I
      Advances were made by the Servicer in accordance with the provisions of
      Section 4.01 and (B) any unreimbursed P&I Advances to the extent of
      funds held in the Collection Account for a future Distribution Date that were
      not included in Available Funds for the preceding Distribution
      Date;

     

    (iii) to
      pay
      the Servicer or any Subservicer (A) any unpaid Servicing Fees or
      (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan,
      but only to the extent of any Late Collections or other amounts as may be
      collected by the Servicer from a Mortgagor, or otherwise received with respect
      to such Mortgage Loan (or the related REO Property);

     

    (iv) to
      pay to
      the Servicer as servicing compensation (in addition to the Servicing Fee) on
      each Remittance Date any interest or investment income earned on funds deposited
      in the Collection Account;

     

    (v) to
      pay to
      the Mortgage Loan Seller, with respect to each Mortgage Loan that has previously
      been repurchased or replaced pursuant to this Agreement, all amounts received
      thereon subsequent to the date of purchase or substitution, as the case may
      be;

     

    (vi) to
      reimburse the Servicer for (A) any P&I Advance or Servicing Advance
      previously made which the Servicer has determined to be a Nonrecoverable P&I
      Advance or Nonrecoverable Servicing Advance in accordance with the provisions
      of
      Section 4.01 and (B) any unpaid Servicing Fees to the extent not
      recoverable from Late Collections or other amounts received with respect to
      the
      related Mortgage Loan under Section 3.11(a)(iii);

     

    
      
        
        

      

      
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    (vii) to
      pay,
      or to reimburse the Servicer for Servicing Advances in respect of, expenses
      incurred in connection with any Mortgage Loan pursuant to
      Section 3.15;


    (viii) to
      reimburse the Master Servicer, the Servicer, the Depositor, the Securities
      Administrator or the Trustee for expenses incurred by or reimbursable to the
      Master Servicer, the Servicer, the Depositor, the Securities Administrator
      or
      the Trustee, as the case may be, pursuant to Section 6.03,
      Section 7.02, Section 8.05, Section 9.13 or
      Section 10.02;

     

    (ix) to
      reimburse the Master Servicer, the Servicer or the Trustee, as the case may
      be,
      for expenses reasonably incurred in respect of the breach or defect giving
      rise
      to the repurchase obligation of the Mortgage Loan Seller or the Sponsor under
      this Agreement that were included in the Repurchase Price of the Mortgage Loan,
      including any expenses arising out of the enforcement of the repurchase
      obligation, to the extent not otherwise paid pursuant to the terms
      hereof;

     

    (x) to
      withdraw any amounts deposited in the Collection Account in error;
      and

     

    (xi) to
      clear
      and terminate the Collection Account upon termination of this
      Agreement.

     

    (b) The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (a)(ii), (iii), (v), (vi), (vii), (viii) and (ix) above.
      The Servicer shall provide written notification (as set forth in
      Section 4.01(d)) to the Master Servicer, on or prior to the next succeeding
      Remittance Date, upon making any withdrawals from the Collection Account
      pursuant to subclause (a)(vi) above.

     

    Section
      3.12 Investment
      of Funds in the Collection Account, Escrow Accounts and the Distribution
      Account.
      (a)  The Servicer may invest the funds in the Collection Account
      maintained by it and the Escrow Accounts (to the extent permitted by law and
      the
      related Mortgage Loan documents) and the Securities Administrator may invest
      funds in the Distribution Account during the Securities Administrator’s Float
      Period and shall invest such funds in the Distribution Account (for purposes
      of
      this Section 3.12, each such Account is referred to as an “Investment
      Account”),
      in
      one or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, no later than the Business Day immediately
      preceding the date on which such funds are required to be withdrawn from such
      account pursuant to this Agreement; provided,
      however,
      that
      any such Permitted Investment managed by or advised by the Securities
      Administrator or any of its Affiliates may mature, unless payable on demand,
      no
      later than the date on which such funds are required to be withdrawn from such
      account pursuant to this Agreement. All such Permitted Investments shall be
      held
      to maturity, unless payable on demand. Any investment of funds in an Investment
      Account shall be made in the name of the Servicer or the Securities
      Administrator, as applicable. The Servicer or the Securities Administrator,
      as
      applicable, shall be entitled to sole possession over each such investment,
      and
      any certificate or other instrument evidencing any such investment shall be
      delivered directly to the Servicer or the Securities Administrator or its agent,
      as applicable, together with any document of transfer necessary to transfer
      title to such investment to the Servicer or the Securities Administrator or
      its
      agent, as applicable. In the event amounts on deposit in an Investment Account
      are at any time invested in a Permitted Investment payable on demand, the
      Servicer or the Securities Administrator, as applicable, may:


    
      
        
        

      

      
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              (x)

            	
              consistent
                with any notice required to be given thereunder, demand that payment
                thereon be made on the last day such Permitted Investment may otherwise
                mature hereunder in an amount equal to the lesser of (1) all amounts
                then payable thereunder and (2) the amount required to be withdrawn
                on such date; and

            


    

     

    
      	 	
              (y)

            	
              demand
                payment of all amounts due thereunder that such Permitted Investment
                would
                not constitute a Permitted Investment in respect of funds thereafter
                on
                deposit in an Investment Account.

            


    

     

    (b) All
      income and gain realized from the investment of funds deposited in the
      Collection Account or Escrow Account, as applicable, held by or on behalf of
      the
      Servicer, shall be for the benefit of the Servicer and shall be subject to
      its
      withdrawal in the manner set forth in Section 3.11. The Servicer shall
      deposit in the Collection Account or Escrow Account, as applicable, the amount
      of any loss of principal incurred in respect of any such Permitted Investment
      made with funds in such accounts immediately upon realization of such
      loss.

     

    (c) All
      income and gain realized from the investment of funds deposited in the
      Distribution Account held by the Securities Administrator during the Securities
      Administrator’s Float Period, shall be for the benefit of the Securities
      Administrator, and shall be subject to the Securities Administrator’s withdrawal
      in the manner set forth in Section 3.07(d). Notwithstanding anything in
      this Section 3.12(c), the Securities Administrator shall be liable to the Trust
      for any such loss on any funds it has invested under this Section 3.12(c) only
      during the Securities Administrator Float Period, and the Securities
      Administrator shall deposit in the Distribution Account the amount of any loss
      of principal incurred in respect of any such Permitted Investment made with
      funds in such account immediately upon realization of such loss.

     

    (d) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment of funds held in the
      Escrow Account or any Collection Account, or if a default occurs in any other
      performance required under any Permitted Investment of funds held in the Escrow
      Account or any Collection Account, the Servicer or the Securities Administrator,
      as applicable, shall take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      proceedings.

     

    (e) The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self-interest for (i) serving as investment adviser,
      administrator, shareholder, servicing agent, custodian or sub-custodian with
      respect to certain of the Permitted Investments, (ii) using Affiliates to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable for payable pursuant to this
      Agreement.


    
      
        
        

      

      
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    Section
      3.13 Maintenance
      of Hazard Insurance and Errors and Omissions and Fidelity
      Coverage.
      (a)  The Servicer shall cause to be maintained for each Mortgage Loan
      fire insurance with extended coverage on the related Mortgaged Property in
      an
      amount which is at least equal to the least of (i) the outstanding
      principal balance of such Mortgage Loan, (ii) the amount necessary to fully
      compensate for any damage or loss to the improvements that are a part of such
      property on a replacement cost basis and (iii) the maximum insurable value
      of the improvements which are a part of such Mortgaged Property, in each case
      in
      an amount not less than such amount as is necessary to avoid the application
      of
      any coinsurance clause contained in the related hazard insurance policy.
      The Servicer shall also cause to be maintained fire insurance with extended
      coverage on each REO Property in an amount which is at least equal to the lesser
      of (i) the maximum insurable value of the improvements which are a part of
      such property and (ii) the outstanding principal balance of the related
      Mortgage Loan at the time it became an REO Property. The Servicer will
      comply in the performance of this Agreement with all reasonable rules and
      requirements of each insurer under any such hazard policies. Any amounts to
      be
      collected by the Servicer under any such policies (other than amounts required
      to be deposited in the Escrow Account and applied to the restoration or repair
      of the property subject to the related Mortgage or amounts to be released to
      the
      Mortgagor in accordance with the procedures that the Servicer would follow
      in
      servicing loans held for its own account, subject to the terms and conditions
      of
      the related Mortgage and Mortgage Note) shall be deposited in the Collection
      Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred
      by the Servicer in maintaining any such insurance shall not, for the purpose
      of
      calculating distributions to the Master Servicer, be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit. It is understood and agreed that no earthquake
      or other additional insurance is to be required of any Mortgagor 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 Mortgaged Property
      or REO Property is at any time in an area identified in the Federal Register
      by
      the Federal Emergency Management Agency as having special flood hazards and
      flood insurance has been made available, the Servicer will cause to be
      maintained a flood insurance policy in respect thereof. Such flood insurance
      shall be in an amount equal to the lesser of (i) the unpaid principal
      balance of the related Mortgage Loan 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).

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a general policy rating of A:VI or better in Best’s (or such
      other rating that is comparable to such rating) insuring against hazard losses
      on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied
      its obligations as set forth in the first two sentences of this
      Section 3.13, it being understood and agreed that such policy may contain a
      deductible clause, in which case the Servicer shall, in the event that there
      shall not have been maintained on the related Mortgaged Property or REO Property
      a policy complying with the first two sentences of this Section 3.13, and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the Collection Account from its own funds the amount not
      otherwise payable under the blanket policy because of such deductible clause.
      In
      connection with its activities as administrator and servicer of the Mortgage
      Loans, the Servicer agrees to prepare and present, on behalf of itself and
      the
      Trustee, claims under any such blanket policy in a timely fashion in accordance
      with the terms of such policy.


    
      
        
        

      

      
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    (b) The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of the Servicer’s obligations under this Agreement, which, policy or
      policies shall be in such form and amounts that would meet the requirements
      of
      Fannie Mae and Freddie Mac, unless the Servicer has obtained a waiver of such
      requirements from Fannie Mae and Freddie Mac. The Servicer shall also maintain
      a
      fidelity bond in the form and amounts that would meet the requirements of Fannie
      Mae and Freddie Mac, unless the Servicer has obtained a waiver of such
      requirements from Fannie Mae and Freddie Mac. The Servicer shall provide the
      Master Servicer with copies of any such insurance policies and fidelity bond.
      The Servicer shall be deemed to have complied with this provision if an
      Affiliate of the Servicer has such errors and omissions and fidelity bond
      coverage and, by the terms of such insurance policy or fidelity bond, the
      coverage afforded thereunder extends to the Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty days’ prior written notice to the Master Servicer. The Servicer
      shall also cause each Subservicer to maintain a policy of insurance covering
      errors and omissions and a fidelity bond which would meet such
      requirements.

     

    Section
      3.14 Enforcement
      of Due-On-Sale Clauses; Assumption Agreements.
      The Servicer will, to the extent it has knowledge of any conveyance or
      prospective conveyance of any Mortgaged Property by any Mortgagor (whether
      by
      absolute conveyance or by contract of sale, and whether or not the Mortgagor
      remains or is to remain liable under the Mortgage Note and/or the Mortgage),
      exercise its rights to accelerate the maturity of such Mortgage Loan under
      the
“due-on-sale” clause, if any, applicable thereto; provided,
      however,
      that
      the Servicer shall not exercise any such rights if prohibited by law from doing
      so or if the exercise of such rights would impair or threaten to impair recovery
      under the related Primary Mortgage Insurance Policy, if any. If the Servicer
      believes it is unable under applicable law to enforce such “due-on-sale”
clause or if any of the other conditions set forth in the proviso to the
      preceding sentence apply, the Servicer will enter into either (i) an
      assumption and modification agreement from or with the person to whom such
      property has been conveyed or is proposed to be conveyed, pursuant to which
      such
      person becomes liable under the Mortgage Note and, to the extent permitted
      by
      applicable state law, the Mortgagor remains liable thereon or (ii) a
      substitution agreement as provided in the succeeding sentence. The Servicer
      is
      also authorized to enter into a substitution of liability agreement with such
      person, pursuant to which the original Mortgagor is released from liability
      and
      such person is substituted as the Mortgagor and becomes liable under the
      Mortgage Note, provided,
      that no
      such substitution shall be effective unless such person satisfies the
      underwriting criteria of the Mortgage Loan Seller and has a credit risk rating
      at least equal to that of the original Mortgagor. The Mortgage Loan, as assumed,
      shall conform in all respects to the requirements, representations and
      warranties of this Agreement. The Servicer shall not take or enter into any
      assumption and modification agreement, however, unless (to the extent
      practicable in the circumstances) it shall have received confirmation, in
      writing, of the continued effectiveness of any applicable hazard insurance
      policy, or a new policy meeting the requirements of this Section is
      obtained. Any fee collected by the Servicer in respect of an assumption or
      substitution of liability agreement will be retained by the Servicer as
      additional servicing compensation. In connection with any such assumption,
      no
      material term of the Mortgage Note (including but not limited to the related
      Mortgage Rate and the amount of the Scheduled Payment) may be amended or
      modified, except as otherwise required pursuant to the terms thereof. The
      Servicer shall notify the Master Servicer that any such substitution,
      modification or assumption agreement has been completed and shall forward to
      the
      Custodian the executed original of such substitution or assumption agreement,
      which document shall be added to the related Mortgage File and shall, for all
      purposes, be considered a part of such Mortgage File to the same extent as
      all
      other documents and instruments constituting a part thereof.


    
      
        
        

      

      
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    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the
      Servicer shall not be deemed to be in default, breach or any other violation
      of
      its obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason
      whatsoever. For purposes of this Section 3.14, the term “assumption” is
      deemed to also include a sale (of the Mortgaged Property) subject to the
      Mortgage that is not accompanied by an assumption or substitution of liability
      agreement.

     

    Section
      3.15 Realization
      upon Defaulted Mortgage Loans.
      The Servicer shall use its best efforts, consistent with Accepted Servicing
      Practices, to foreclose upon or otherwise comparably convert (which may include
      an acquisition of REO Property) the ownership of properties securing such
      of the Mortgage Loans as come into and continue in default and as to which
      no
      satisfactory arrangements can be made for collection of delinquent payments
      pursuant to Section 3.07, and which are not released from this Agreement
      pursuant to any other provision hereof. The Servicer shall use reasonable
      efforts to realize upon such defaulted Mortgage Loans in such manner as will
      maximize the receipt of principal and interest by the Securities Administrator,
      taking into account, among other things, the timing of foreclosure proceedings.
      The foregoing is subject to the provisions that the Servicer shall not be
      required to expend its own funds in connection with foreclosure or other
      conversion, correction of a default on a senior mortgage or restoration of
      any
      property unless it shall determine in its sole discretion (i) that such
      foreclosure, correction or restoration will increase the net Liquidation
      Proceeds of the related Mortgage Loan to the Securities Administrator, after
      reimbursement to itself for such expenses and (ii) that such expenses will
      be recoverable by the Servicer through Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds or Subsequent Recoveries from the related
      Mortgaged Property, as contemplated in Section 3.11. The Servicer shall be
      responsible for all other costs and expenses incurred by it in any such
      proceedings; provided,
      however,
      that it
      shall be entitled to reimbursement thereof from the related property, as
      contemplated in Section 3.11.

     

    The
      proceeds of any liquidation or REO Disposition, as well as any recovery
      resulting from a partial collection of Insurance Proceeds, Condemnation
      Proceeds, Liquidation Proceeds or Subsequent Recoveries or any income from
      an
      REO Property, will be applied in the following order of priority: first,
      to
      reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
      Advances, pursuant to Section 3.11 or 3.17; second,
      to
      reimburse the Servicer for any related unreimbursed P&I Advances, pursuant
      to Section 3.11; third,
      to
      accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at
      the
      Mortgage Rate, to the date of the liquidation or REO Disposition, or to the
      Due
      Date prior to the Remittance Date on which such amounts are to be distributed
      if
      not in connection with a liquidation or REO Disposition; and fourth,
      as a
      recovery of principal of the Mortgage Loan. If the amount of the recovery so
      allocated to interest is less than a full recovery thereof, that amount will
      be
      allocated as follows: first,
      to
      unpaid Servicing Fees; and second,
      as
      interest at the Mortgage Rate (net of the Servicing Fee Rate). The portion
      of
      the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
      Servicer or any Subservicer pursuant to Section 3.11 or 3.17. The portions
      of the recovery so allocated to interest at the Mortgage Rate (net of the
      Servicing Fee Rate) and to principal of the Mortgage Loan shall be applied
      as
      follows: first,
      to
      reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
      Advances in accordance with Section 3.11 or 3.17, and second,
      to the
      Securities Administrator in accordance with the provisions of Section 4.02,
      subject to paragraph (e) of Section 3.17 with respect to certain
      excess recoveries from an REO Disposition.


    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained herein, in connection with a foreclosure
      or
      acceptance of a deed in lieu of foreclosure, in the event the Servicer has
      received actual notice of, or has actual knowledge of the presence of, hazardous
      or toxic substances or wastes on the related Mortgaged Property, or if the
      Trustee or the Master Servicer otherwise requests, the Servicer shall cause
      an
      environmental inspection or review of such Mortgaged Property to be conducted
      by
      a qualified inspector. Upon completion of the inspection, the Servicer shall
      promptly provide the Trustee, the Master Servicer and the Depositor with a
      written report of the environmental inspection.

     

    After
      reviewing the environmental inspection report, the Servicer shall determine
      consistent with Accepted Servicing Practices how to proceed with respect to
      the
      Mortgaged Property. In the event (a) the environmental inspection report
      indicates that the Mortgaged Property is contaminated by hazardous or toxic
      substances or wastes and (b) the Servicer proceeds with foreclosure or
      acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
      for all reasonable costs associated with such foreclosure or acceptance of
      a
      deed in lieu of foreclosure and any related environmental clean-up costs, as
      applicable, from the related Liquidation Proceeds, or if the Liquidation
      Proceeds are insufficient to fully reimburse the Servicer, the Servicer shall
      be
      entitled to be reimbursed from amounts in the Collection Account pursuant to
      Section 3.11. In the event the Servicer does not proceed with foreclosure
      or acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
      from general collections for all Servicing Advances made with respect to the
      related Mortgaged Property from the Collection Account pursuant to
      Section 3.11. The Trustee shall not be responsible for any determination
      made by the Servicer pursuant to this paragraph or otherwise.

     

    Section
      3.16 Release
      of Mortgage Files.
      (a)  Upon the payment in full of any Mortgage Loan, or the receipt by
      the Servicer of a notification that payment in full shall be escrowed in a
      manner customary for such purposes, the Servicer will, within five
      (5) Business Days of the payment in full, notify the Custodian by a
      certification (which certification shall include a statement to the effect
      that
      all amounts received or to be received in connection with such payment which
      are
      required to be deposited in the Collection Account pursuant to Section 3.10
      have been or will be so deposited) of a Servicing Officer and shall request
      delivery to it of the Custodial File by submitting a Request for Release, which
      Request for Release may be in an electronic format in a form acceptable to
      the
      Custodian, to the Custodian. Upon receipt of such certification and Request
      for
      Release, the Custodian shall promptly release the related Custodial File to
      the
      Servicer within five (5) Business Days. No expenses incurred in connection
      with
      any instrument of satisfaction or deed of reconveyance shall be chargeable
      to
      the Collection Account. 


    
      
        
        

      

      
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    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any Insurance Policy
      relating to the Mortgage Loans, the Custodian shall, upon request of the
      Servicer and delivery to the Custodian of a Request for Release, which Request
      for Release may be in an electronic format in a form acceptable to the
      Custodian, release the related Custodial File to the Servicer, and the Custodian
      shall, at the direction of the Servicer, execute such documents as shall be
      necessary to the prosecution of any such proceedings and the Servicer shall
      retain the Mortgage File in trust for the benefit of the Trustee. Such Request
      for Release shall obligate the Servicer to return each and every document
      previously requested from the Custodial File to the Custodian when the need
      therefor by the Servicer no longer exists, unless the Mortgage Loan has been
      liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
      been
      deposited in the Collection Account or the Mortgage File or such document has
      been delivered to an attorney, or to a public trustee or other public official
      as required by law, for purposes of initiating or pursuing legal action or
      other
      proceedings for the foreclosure of the Mortgaged Property either judicially
      or
      non-judicially, and the Servicer has delivered to the Custodian a certificate
      of
      a Servicing Officer certifying as to the name and address of the Person to
      which
      such Mortgage File or such document was delivered and the purpose or purposes
      of
      such delivery. Upon receipt of a certificate of a Servicing Officer stating
      that
      such Mortgage Loan was liquidated and that all amounts received or to be
      received in connection with such liquidation that are required to be deposited
      into the Collection Account have been so deposited, or that such Mortgage Loan
      has become an REO Property, a copy of the Request for Release shall be released
      by the Custodian to the Servicer or its designee.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer copies of any court pleadings, requests for trustee’s
      sale or other documents reasonably necessary to the foreclosure or trustee’s
      sale in respect of a Mortgaged Property or to any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
      a
      deficiency judgment, or to enforce any other remedies or rights provided by
      the
      Mortgage Note or Mortgage or otherwise available at law or in equity, or shall
      exercise and deliver to the Servicer a power of attorney sufficient to authorize
      the Servicer to execute such documents on its behalf. Each such certification
      shall include a request that such pleadings or documents be executed by the
      Trustee and a statement as to the reason such documents or pleadings are
      required and that the execution and delivery thereof by the Trustee will not
      invalidate or otherwise affect the lien of the Mortgage, except for the
      termination of such a lien upon completion of the foreclosure or trustee’s
      sale.

     

    Section
      3.17 Title,
      Conservation and Disposition of REO Property.
      (a)  This Section shall apply only to REO Properties acquired for the
      account of the Trustee and shall not apply to any REO Property relating to
      a
      Mortgage Loan which was purchased or repurchased from the Trustee pursuant
      to
      any provision hereof. In the event that title to any such REO Property is
      acquired, the deed or certificate of sale shall be issued to the Trust, or
      if
      not permitted by law, to Deutsche Bank National Trust Company (or, if
      applicable, the name of the successor Trustee) as Trustee for HSI Asset
      Securitization Corporation Trust 2006-NC1 Mortgage Pass-Through Certificates,
      Series 2006-NC1, or to its nominee, for the benefit of the
      Certificateholders.


    
      
        
        

      

      
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    (b) The
      Servicer shall manage, conserve, protect and operate each REO Property for
      the Trustee solely for the purpose of its prompt disposition and sale. The
      Servicer, either itself or through an agent selected by the Servicer, shall
      manage, conserve, protect and operate the REO Property in the same manner that
      it manages, conserves, protects and operates other foreclosed property for
      its
      own account, and in the same manner that similar property in the same locality
      as the REO Property is managed. The Servicer shall attempt to sell the same
      (and
      may temporarily rent the same for a period not greater than one year, except
      as
      otherwise provided below) on such terms and conditions as the Servicer deems
      to
      be in the best interest of the Trustee on behalf of the Certificateholders.
      The
      Servicer shall notify the Trustee from time to time as to the status of each
      REO
      Property.

     

    (c) The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall deposit such funds in the Collection
      Account.

     

    (d) The
      Servicer shall deposit net of reimbursement to the Servicer for any related
      outstanding Servicing Advances and unpaid Servicing Fees provided in
      Section 3.11, or cause to be deposited in the Collection Account, in no
      event later than two Business Days after the deposit of such funds into the
      clearing account, all revenues received with respect to the related REO Property
      and shall withdraw therefrom funds necessary for the proper operation,
      management and maintenance of the REO Property.

     

    (e) The
      Servicer, upon an REO Disposition, shall be entitled to reimbursement for any
      related unreimbursed Servicing Advances as well as any unpaid Servicing Fees
      from proceeds received in connection with the REO Disposition, as further
      provided in Section 3.11.

     

    (f) Any
      net
      proceeds from an REO Disposition which are in excess of the unpaid principal
      balance of the related Mortgage Loan plus all unpaid REO Imputed Interest
      thereon through the date of the REO Disposition shall be retained by the
      Servicer as additional servicing compensation.

     

    (g) The
      Servicer shall use Accepted Servicing Practices to sell, or cause the
      Subservicer to sell, in accordance with Accepted Servicing Practices, any REO
      Property as soon as possible, but in no event later than the conclusion of
      the
      third calendar year beginning after the year of its acquisition by the Lower
      Tier REMIC unless (i) the Servicer applies for an extension of such period
      from the Internal Revenue Service pursuant to the REMIC Provisions and Code
      Section 856(e)(3), in which event such REO Property shall be sold within
      the applicable extension period, or (ii) the Servicer obtains for the
      Trustee an Opinion of Counsel, addressed to the Depositor, the Trustee and
      the
      Servicer, to the effect that the holding by the REMIC of such REO Property
      subsequent to such period will not result in the imposition of taxes on
“prohibited transactions” as defined in Section 860F of the Code or cause
      any REMIC created under this Agreement to fail to qualify as a REMIC under
      the
      REMIC Provisions or comparable provisions of relevant state laws at any time.
      The Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Trustee solely for the purpose of its prompt disposition and sale in a
      manner which does not cause such REO Property to fail to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) or result in the receipt
      by any REMIC created hereunder of any “income from non-permitted assets” within
      the meaning of Section 860F(a)(2)(B) of the Code or any “net income from
      foreclosure property” which is subject to taxation under Section 860G(a)(1)
      of the Code. Pursuant to its efforts to sell such REO Property, the Servicer
      shall either itself or through an agent selected by the Servicer protect and
      conserve such REO Property in the same manner and to such extent as is customary
      in the locality where such REO Property is located and may, incident to its
      conservation and protection of the interests of the Trustee on behalf of the
      Certificateholders, rent the same, or any part thereof, as the Servicer deems
      to
      be in the best interest of the Trustee on behalf of the Certificateholders
      for
      the period prior to the sale of such REO Property; provided,
      however,
      that
      any rent received or accrued with respect to such REO Property qualifies as
      “rents from real property” as defined in Section 856(d) of the
      Code.


    
      
        
        

      

      
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    Section
      3.18 Notification
      of Adjustments.
      With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust
      the Mortgage Rate on the related Adjustment Date and shall adjust the Scheduled
      Payment on the related mortgage payment adjustment date, if applicable, in
      compliance with the requirements of applicable law and the related Mortgage
      and
      Mortgage Note. In the event that an Index becomes unavailable or otherwise
      unpublished, the Servicer shall select a comparable alternative index over
      which
      it has no direct control and which is readily verifiable. The Servicer shall
      execute and deliver any and all necessary notices required under applicable
      law
      and the terms of the related Mortgage Note and Mortgage regarding the Mortgage
      Rate and Scheduled Payment adjustments. The Servicer shall promptly, upon
      written request therefor, deliver to the Master Servicer such notifications
      and
      any additional applicable data regarding such adjustments and the methods used
      to calculate and implement such adjustments. Upon the discovery by the Servicer
      or the receipt of notice from the Master Servicer that the Servicer has failed
      to adjust a Mortgage Rate or Scheduled Payment in accordance with the terms
      of
      the related Mortgage Note, the Servicer shall deposit in the Collection Account
      from its own funds the amount of any interest loss caused as such interest
      loss
      occurs.

     

    Section
      3.19 Access
      to Certain Documentation and Information Regarding the Mortgage
      Loans.
      The Servicer shall provide, or cause the Subservicer to provide, to the
      Depositor, the Trustee, the OTS or the FDIC and the examiners and supervisory
      agents thereof, access to the documentation regarding the Mortgage Loans in
      its
      possession required by applicable regulations of the OTS. Such access shall
      be
      afforded without charge, but only upon 10 days (or, if an Event of Default
      has
      occurred and is continuing, 3 Business Days) prior written request and during
      normal business hours at the offices of the Servicer or, if applicable, any
      Subservicer. Nothing in this Section shall derogate from the obligation of
      any
      such party to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of any such party to provide access
      as
      provided in this Section as a result of such obligation shall not
      constitute a breach of this Section.

     

    
      
        
        

      

      
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    Nothing
      in this Section 3.19 shall require the Servicer to collect, create, collate
      or
      otherwise generate any information that it does not generate in its usual course
      of business. The Servicer shall not be required to make copies of or to ship
      documents to any Person who is not a party to this Agreement, and then only
      if
      provisions have been made for the reimbursement of the costs
      thereof.

     

    
      Section
        3.20 Documents,
        Records and Funds in Possession of the Servicer to Be Held for the
        Trustee.
        Not
        later than 15 Business Days after the request of the Master Servicer, the
        Servicer shall forward to the Trustee, the Master Servicer and the Securities
        Administrator a statement prepared by the Servicer setting forth the status
        of
        the Collection Account as of the close of business on the last day of the
        calendar month relating to such Distribution Date and showing, for the period
        covered by such statement, the aggregate amount of deposits into and withdrawals
        from the Collection Account of each category of deposit specified in
        Section 3.10(a) and each category of withdrawal specified in
        Section 3.11. Copies of such statement shall be provided by the Securities
        Administrator to any Certificateholder and to any Person identified to the
        Securities Administrator as a prospective transferee of a Certificate, upon
        the
        request and at the expense of the requesting party, provided such statement
        is
        delivered by the Servicer to the Securities Administrator.

       

    

    Section
      3.21 Servicing
      Compensation.
      (a)  As compensation for its activities hereunder, the Servicer shall,
      with respect to each Mortgage Loan, be entitled to retain from deposits to
      the
      Collection Account and from Liquidation Proceeds, Condemnation Proceeds,
      Insurance related Proceeds, Subsequent Recoveries and REO Proceeds related
      to
      such Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (less
      any portion of such amounts retained by any Subservicer). In addition, the
      Servicer shall be entitled to recover unpaid Servicing Fees out of related
      Late
      Collections and as otherwise permitted under Section 3.11. The right to
      receive the Servicing Fee may not be transferred in whole or in part except
      in
      connection with the transfer of all of the Servicer’s responsibilities and
      obligations under this Agreement; provided,
      however,
      that
      the Servicer may pay from the Servicing Fee any amounts due to a Subservicer
      pursuant to a Subservicing Agreement entered into under
      Section 3.02.

     

    (b) Additional
      servicing compensation in the form of assumption or modification fees, late
      payment charges, NSF fees, reconveyance fees and other similar fees and charges
      (other than Prepayment Charges) shall be retained by the Servicer only to the
      extent such fees or charges are received by the Servicer. The Servicer shall
      also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the
      Collection Account, as additional servicing compensation, interest or other
      income earned on deposits therein. The Servicer shall also be entitled as
      additional servicing compensation, to interest or other income earned on
      deposits in the Escrow Account (to the extent permitted by law and the related
      Mortgage Loan documents) in accordance with Section 3.12. The Servicer
      shall also be entitled to retain net Prepayment Interest Excesses (to the extent
      not required to offset Prepayment Interest Shortfalls), but only to the extent
      such amounts are received by the Servicer.

     

    (c) The
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its servicing activities hereunder (including payment of premiums for any
      blanket policy insuring against hazard losses pursuant to Section 3.13,
      servicing compensation of the Subservicer to the extent not retained by it
      and
      the fees and expenses of independent accountants and any agents appointed by
      the
      Servicer), and shall not be entitled to reimbursement therefor from the Trust
      Fund except as specifically provided in Section 3.11.

     

    
      
        
        

      

      
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    Section
      3.22 Report
      on Assessment of Compliance with Relevant Servicing Criteria.On
      or
      before March 4th
      of each
      calendar year, beginning with March 1, 2007, the Servicer shall deliver to
      the
      Master Servicer, the Securities Administrator and the Depositor a report
      regarding its assessment of compliance with the Relevant Servicing Criteria
      identified in Exhibit S attached hereto applicable to the Servicer, as of and
      for the period ending the end of the calendar year prior to the year of delivery
      of the report, with respect to asset-backed security transactions taken as
      a
      whole in which the Servicer is performing any of the Servicing Criteria
      specified in Exhibit S and that are backed by the same asset type backing such
      asset-backed securities. Each such report shall include (a) a statement of
      the
      party’s responsibility for assessing compliance with the Relevant Servicing
      Criteria applicable to such party, (b) a statement that such party used the
      criteria identified in Item 1122(d) of Regulation AB (§ 229.1122(d)) to assess
      compliance with the Relevant Servicing Criteria, (c) disclosure of any material
      instance of noncompliance identified by such party, and (d) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria, which
      report shall be delivered by the Servicer as provided in Section 3.23 hereto.
      In
      addition, on or before March 1st
      of each
      calendar year, beginning with March 1, 2007, the Servicer shall, at its own
      expense, furnish to the Master Servicer a report meeting the requirements set
      forth above regarding the assessment of compliance of any Subservicer or
      Subcontractor which is a Servicing Function Participant.

     

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

     

    The
      Master Servicer shall enforce any obligation of the Servicer (and the Servicer
      shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by
      such
      Servicer) to cause to be delivered to the Securities Administrator an annual
      report on assessment of compliance within the time frame set
      forth
      in this Section 3.22, and in such form and
      substance required by this Agreement. The Master Servicer shall include any
      such
      annual report on assessment of compliance with its own assessment of
      compliance to
      be
      submitted to the Depositor pursuant to Section 9.02.

     

    Promptly
      after receipt of such report from the Servicer, the Master Servicer, the
      Securities Administrator or any Servicing Function Participant engaged by such
      parties, (i) the Depositor shall review the report and, if applicable, consult
      with such parties as to the nature of any defaults by such parties, in the
      fulfillment of any of each such party’s obligations hereunder or under any other
      applicable agreement, and (ii) the Securities Administrator shall confirm that
      each assessment submitted pursuant to Section 3.22 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions. 

     

    
      
        
        

      

      
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    The
      Master Servicer shall enforce any obligation of the Servicer (and the Servicer
      shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by
      such
      Servicer) to cause to be delivered to the Master Servicer an attestation within
      the time frame set forth in this Section 3.23, and in such form and substance
      as
      may be required by this Agreement. The Master Servicer shall include any such
      attestations with its own attestations to be submitted to the Depositor pursuant
      to Section 9.02. 

     

    Section
      3.23 Report
      on
      Attestation of Compliance with Relevant Servicing Criteria. On
      or
      before March 4th
      of each
      calendar year, beginning with March 4, 2007, the Servicer shall, at its own
      expense, cause a firm of independent public accountants (who may also render
      other services to Servicer), which is a member of the American Institute of
      Certified Public Accountants, to furnish to the Master Servicer, the Securities
      Administrator and the Depositor (i) year-end audited (if available) financial
      statements of the Servicer and (ii) a report to the effect that such firm
      attests to, and reports on, the assessment made by such asserting party pursuant
      to Section 3.22 above, which report shall be made in accordance with standards
      for attestation engagements issued or adopted by the PCAOB. In addition, on
      or
      before March 4th of each calendar year, beginning with March 4, 2007, the
      Servicer shall, at its own expense, furnish to the Master Servicer a report
      meeting the requirements of clause (ii) above regarding the attestation of
      any
      Subservicer or Subcontractor which is a Servicing Function
      Participant.

     

    Promptly
      after receipt of such report from the Servicer, the Master Servicer, the
      Securities Administrator or any Servicing Function Participant engaged by such
      parties, (i) the Depositor shall review the report and, if applicable, consult
      with such parties as to the nature of any defaults by such parties, in the
      fulfillment of any of each such party’s obligations hereunder or under any other
      applicable agreement, and (ii) the Securities Administrator shall confirm that
      each assessment submitted pursuant to Section 3.22 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions. 

     

    The
      Master Servicer shall enforce any obligation of the Servicer (and the Servicer
      shall enforce any obligation of a Sub-Servicer or Subcontractor engaged by
      such
      Servicer) to cause to be delivered to the Master Servicer an attestation within
      the time frame set forth in this Section 3.23, and in such form and substance
      as
      may be required by this Agreement. The Master Servicer shall include any such
      attestations with its own attestations to be submitted to the Depositor pursuant
      to Section 9.02. 

     

    
      Section
        3.24 Annual
        Officer’s Certificates.
        (a)
        Each
        Form 10-K filed with the Commission shall include a certification (the
“Sarbanes-Oxley
        Certification”)
        executed by the Certifying Person, exactly as set forth in Exhibit L attached
        hereto, required to be included therewith pursuant to the Sarbanes-Oxley
        Act.
        The Servicer and the Securities Administrator shall, and shall cause any
        Servicing Function Participant engaged by it, provide to the Master Servicer
        or
        any Person who signs the Sarbanes-Oxley Certification (the “Certifying
        Person”),
        by
        March 10 of each year in which the Trust is subject to the reporting
        requirements of the Exchange Act and otherwise within a reasonable period
        of
        time upon request, a certification (each, a “Back-Up
        Certification”),
        substantially in the form attached hereto as Exhibit M, upon which the
        Certifying Person, the entity for which the Certifying Person acts as an
        officer, and such entity’s officers, directors and Affiliates (collectively with
        the Certifying Person, “Certification
        Parties”)
        can
        reasonably rely. In the event the Master Servicer, the Securities Administrator,
        the Trustee or any Servicing Function Participant engaged by parties is
        terminated or resigns pursuant to the terms of this Agreement, or any applicable
        sub-servicing agreement, as the case may be, such party shall provide a Back-Up
        Certification to the Certifying Person pursuant to this Section 3.24 with
        respect to the period of time it was subject to this Agreement or any applicable
        sub-servicing agreement, as the case may be.


      
        
          
          

        

        
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      (b) On
        or
        before March 4th
        of each
        year, beginning with March 4, 2007, the Servicer, at its own expense, will
        deliver to the Securities Administrator and the Depositor with respect to
        the
        period ending on the immediately preceding December 31, a Servicing Officer’s
        certificate in the form of Exhibit U hereto.

       

    

    The
      Master Servicer shall enforce any obligation of the Servicer (and the Servicer
      shall enforce any obligations of an Additional Servicer engaged by the Servicer)
      to cause to be delivered to the Master Servicer an annual statement of
      compliance within the time frame set forth in this Section 3.24, and in such
      form and substance as required by this Agreement. The Master Servicer shall
      include any such annual statements of compliance with its own statement of
      compliance to be submitted to the Depositor pursuant to Section
      9.02.

     

    (c) The
      Servicer shall indemnify and hold harmless the Trustee, the Master Servicer,
      the
      Securities Administrator, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising solely out of or based upon
      a
      breach by the Servicer or any of its officers, directors, agents or affiliates
      of its obligations under this Section 3.24 or the negligence, bad faith or
      willful misconduct of the Servicer in connection therewith. If the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Trustee, the Master Servicer, the Securities Administrator and
      the
      Depositor, then the Servicer agrees that it shall contribute to the amount
      paid
      or payable by the Trustee, the Master Servicer, the Securities Administrator,
      the Depositor or their respective officers, directors, agents or affiliates
      as a
      result of the losses, claims, damages or liabilities of any such party in such
      proportion as is appropriate to reflect the relative fault of the such party
      or
      parties on the one hand and the Servicer on the other in connection with a
      breach of the Servicer’s obligations under this Section 3.24 or the Servicer’s
      negligence, bad faith or willful misconduct in connection
      therewith.

     

    Section
      3.25 Master
      Servicer to Act as Servicer.
      (a)  Subject to Section 7.02, in the event that the Servicer
      shall for any reason no longer be the Servicer hereunder (including by reason
      of
      an Event of Default), the Master Servicer or its successor shall thereupon
      assume all of the rights and obligations of the Servicer hereunder arising
      thereafter, except that the Master Servicer shall not be (i) liable for
      losses of the predecessor Servicer pursuant to Section 3.10 or any acts or
      omissions of the predecessor Servicer hereunder, (ii) obligated to
      effectuate repurchases or substitutions of Mortgage Loans hereunder, including
      but not limited to repurchases or substitutions pursuant to Section 2.03,
      (iii) responsible for expenses of the predecessor Servicer pursuant to
      Section 2.03 or (iv) deemed to have made any representations and
      warranties of the Servicer hereunder. Any such assumption shall be subject
      to
      Section 7.02.

     

    
      
        
        

      

      
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    (b) Every
      Subservicing Agreement entered into by the Servicer shall contain a provision
      giving the successor servicer the option to terminate such agreement in the
      event a successor servicer is appointed.

     

    (c) If
      the
      Servicer shall for any reason no longer be the Servicer (including by reason
      of
      any Event of Default), the Master Servicer (or any other successor servicer)
      may, at its option, succeed to any rights and obligations of the Servicer under
      any Subservicing Agreement in accordance with the terms thereof; provided,
      that
      the Master Servicer (or any other successor servicer) shall not incur any
      liability or have any obligations in its capacity as successor servicer under
      a
      Subservicing Agreement arising prior to the date of such succession unless
      it
      expressly elects to succeed to the rights and obligations of the Servicer
      thereunder; and the Servicer shall not thereby be relieved of any liability
      or
      obligations under the Subservicing Agreement arising prior to the date of such
      succession.

     

    (d) The
      Servicer shall, upon request of the Master Servicer, but at the expense of
      the
      Servicer, deliver to the assuming party all documents and records relating
      to
      each Subservicing Agreement (if any) and the Mortgage Loans then being serviced
      thereunder and an accounting of amounts collected and held by it, and otherwise
      use its best efforts to effect the orderly and efficient transfer of the
      Subservicing Agreement to the assuming party.

     

    Section
      3.26 Compensating
      Interest.
      The Servicer shall remit to the Master Servicer on each Remittance Date an
      amount from its own funds equal to the Compensating Interest payable by the
      Servicer for the related Distribution Date.

     

    Section
      3.27 Credit
      Reporting; Gramm-Leach-Bliley Act.
      (a)  With respect to each Mortgage Loan serviced by it, the Servicer
      agrees to fully furnish, in accordance with the Fair Credit Reporting Act and
      its implementing regulations, accurate and complete information (e.g., favorable
      and unfavorable) on the primary borrower of such Mortgage Loan to Equifax,
      Experian and TransUnion Credit Information Company (the three national credit
      repositories) on a monthly basis.

     

    (b) The
      Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999
      and all applicable regulations promulgated thereunder, relating to the Mortgage
      Loans and the related borrowers and shall provide all required notices
      thereunder.

     

    Section
      3.28 [Reserved] 

     

    
      Section
        3.29 Obligations
        of the Custodian; Indemnification. (a)
        On or
        before March 15th
        of each
        calendar year, beginning with March 15, 2007, the Custodian shall, at its
        own
        expense, cause a firm of independent public accountants (who may also render
        other services to the Custodian), which is a member of the American Institute
        of
        Certified Public Accountants, to furnish to the Depositor a report to the
        effect
        that such firm that attests to, and reports on, the assessment made by such
        asserting party pursuant paragraph (b) of this Section 3.29 below, which
        report
        shall be made in accordance with standards for attestation engagements issued
        or
        adopted by the PCAOB. No cure period shall be available to the Custodian
        to
        remedy a failure to deliver such report within the time period specified
        in this
        Section 3.29(a).

       

      (b) On
        or
        before March 15th
        of each
        calendar year, beginning with March 15, 2007, the Custodian shall deliver
        to the
        Depositor and the Securities Administrator a report regarding its assessment
        of
        compliance with the Relevant Servicing Criteria identified in Exhibit S attached
        hereto applicable to the Custodian, as of and for the period ending the end
        of
        the fiscal year ending no later than December 31 of the year prior to the
        year
        of delivery of the report, with respect to asset-backed security transactions
        taken as a whole in which the Custodian is performing any of the Relevant
        Servicing Criteria specified in Exhibit S and that are backed by the same
        asset
        type backing such asset-backed securities. Each such report shall include
        (a) a
        statement of the party’s responsibility for assessing compliance with the
        Relevant Servicing Criteria applicable to such party, (b) a statement that
        such
        party used the Servicing Criteria identified in Item 1122(d) of Regulation
        AB (§
229.1122(d)) to assess compliance with the Relevant Servicing Criteria, (c)
        disclosure of any material instance of noncompliance identified by such party,
        and (d) a statement that a registered public accounting firm has issued an
        attestation report on such party’s assessment of compliance with the Relevant
        Servicing Criteria, which report shall be delivered by the Custodian as provided
        in Section 3.23. No cure period shall be available to the Custodian to remedy
        a
        failure to deliver such reports within the time period specified in this
        Section
        3.29(b).


      
        
          
          

        

        
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    (c) The
      Custodian has not and shall not engage any Subcontractor which is a “Servicing
      Function Participant.”

     

    (d) The
      Custodian agrees to indemnify the Depositor and the Trustee, and each of their
      respective directors, officers, employees and agents and the Trust Fund and
      hold
      each of them harmless from and against any losses, damages, penalties, fines,
      forfeitures, legal fees and expenses and related costs, judgments, and any
      other
      costs, fees and expenses that any of them may sustain arising out of or based
      upon the engagement of any Subcontractor in violation of Section 3.29(c) or
      any
      failure by the Custodian to deliver any information, report, certification,
      accountants’ letter or other material when and as required under this Agreement,
      including any report under Sections 3.29(a) or (b).

     

    Section
      3.30 Notifications
      to Parties.The
      Servicer, upon acquiring knowledge thereof exercising reasonable due diligence,
      shall promptly notify the Trustee, the Securities Administrator, the Master
      Servicer and the Depositor (i) of any legal proceedings pending against the
      Servicer of the type described in Item 1117 (§ 229.1117) of Regulation AB and
      (ii) if the Servicer shall become (but only to the extent not previously
      disclosed to the Securities Administrator, the Master Servicer and the
      Depositor) at any time an affiliate of any of the parties listed on Exhibit
      T to
      this Agreement. If so requested by the Trustee, the Securities Administrator,
      the Master Servicer or the Depositor on any date following the date on which
      information was first provided to the Trustee, the Master Servicer, the
      Securities Administrator and the Depositor, pursuant to the preceding sentence,
      the Servicer shall within seven Business Days following such request, confirm
      in
      writing the accuracy of the representations and warranties set forth in item
      number (7) of Schedule
      II
      hereto,
      or, the Servicer shall, if such a representation and warranty is not accurate
      as
      of the date of such request, provide reasonable adequate disclosure of the
      pertinent facts, in writing, to the requesting party. 

     

    The
      Servicer shall provide to the Securities Administrator, the Trustee, the Master
      Servicer and the Depositor prompt notice of the occurrence of any of the
      following: (i) any event of default under the terms of this Agreement; (ii)
      any
      merger, consolidation or sale of substantially all of the assets of the
      Servicer; (iii) the Servicer’s engagement of any Subservicer or Subcontractor
      (other than Chase Home Finance LLC); (iv) any material litigation involving
      the
      Servicer; and (v) any affiliation or other significant relationship between
      the
      Servicer and other transaction parties.


    
      
        
        

      

      
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    Not
      later
      than the tenth calendar day of each month (or if such calendar day is not a
      Business Day, the immediately preceding Business Day), the Servicer shall
      provide to the Securities Administrator, the Trustee, the Master Servicer and
      the Depositor notice of the occurrence of any material modifications, extensions
      or waivers of terms, fees, penalties or payments relating to the Mortgage Loans
      during the related Due Period or that have cumulatively become material over
      time (see Item 1121(a)(11) of Regulation AB) along with all information, data,
      and materials related thereto as may be required to be included in the related
      Monthly Statement filed with the Commission on Form 10-D.

     

    ARTICLE
      IV


     

    DISTRIBUTIONS
      AND

    ADVANCES
      BY THE SERVICER

     

    Section
      4.01 Advances.
      (a)  The amount of P&I Advances to be made by the Servicer for any
      Remittance Date shall equal, subject to Section 4.01(c), the sum of
      (i) the aggregate amount of Scheduled Payments (with each interest portion
      thereof net of the related Servicing Fee), due during the Due Period immediately
      preceding such Remittance Date in respect of the Mortgage Loans, which Scheduled
      Payments were not received as of the close of business on the related
      Determination Date, plus (ii) with respect to each REO Property, which REO
      Property was acquired during or prior to the related Prepayment Period and
      as to
      which such REO Property an REO Disposition did not occur during the related
      Prepayment Period, an amount equal to the excess, if any, of the Scheduled
      Payments (with each interest portion thereof net of the related Servicing Fee)
      that would have been due on the related Due Date in respect of the related
      Mortgage Loans, over the net income from such REO Property transferred to the
      Collection Account for distribution on such Remittance Date.

     

    (b) On
      each
      Remittance Date, the Servicer shall remit in immediately available funds to
      the
      Master Servicer an amount equal to the aggregate amount of P&I Advances, if
      any, to be made in respect of the Mortgage Loans and REO Properties for the
      related Remittance Date either (i) from its own funds or (ii) from the
      Collection Account, to the extent of funds held therein for future distribution
      (in which case, it will cause to be made an appropriate entry in the records
      of
      the Collection Account that Amounts Held for Future Distribution have been,
      as
      permitted by this Section 4.01, used by it in discharge of any such P&I
      Advance) or (iii) in the form of any combination of (i) and
      (ii) aggregating the total amount of P&I Advances to be made by the
      Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts
      Held
      for Future Distribution and so used shall be appropriately reflected in the
      Servicer’s records and replaced by the Servicer by deposit in the Collection
      Account on or before any future Remittance Date to the extent
      required.

     

    (c) The
      obligation of the Servicer to make such P&I Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to
      (d) below, and, with respect to any Mortgage Loan or REO Property, shall
      continue until a Final Recovery Determination in connection therewith or the
      removal thereof from coverage under this Agreement, except as otherwise provided
      in this Section.


    
      
        
        

      

      
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    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by the Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance. The determination by the Servicer that it
      has
      made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or
      that any proposed P&I Advance or Servicing Advance, if made, would
      constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
      Advance, respectively, shall be evidenced by an Officer’s Certificate of the
      Servicer delivered to the Master Servicer. In addition, the Servicer shall
      not
      be required to advance any Relief Act Interest Shortfalls.

     

    (e) Except
      as
      otherwise provided herein, the Servicer shall be entitled to reimbursement
      pursuant to Section 3.11 for Servicing Advances from recoveries from the
      related Mortgagor or from all Liquidation Proceeds and other payments or
      recoveries (including Insurance Proceeds, Condemnation Proceeds and Subsequent
      Recoveries) with respect to the related Mortgage Loan.

     

    (f) On
      each
      Remittance Date, the Master Servicer shall deposit in the Distribution Account
      all funds remitted to it by the Servicer pursuant to Sections 3.11(a)(i) and
      3.26 and this Section 4.01. The Securities Administrator may retain or withdraw
      from the Distribution Account, (i) the Master Servicing Fee, (ii) amounts
      necessary to reimburse the Servicer for any previously unreimbursed Advances
      and
      any Advances the Servicer deems to be nonrecoverable from the related Mortgage
      Loan proceeds, (iii) amounts necessary to reimburse the Master Servicer for
      any
      previously unreimbursed Advances and any Advances the Master Servicer deems
      to
      be nonrecoverable from the related Mortgage Loan proceeds, (iv) an amount to
      indemnify the Master Servicer or the Servicer for amounts due in accordance
      with
      this Agreement, and (v) any other amounts that each of the Master Servicer
      and
      the Securities Administrator is entitled to receive hereunder for reimbursement,
      indemnification or otherwise.

     

    Section
      4.02 Priorities
      of Distribution.
      (a)  On each Distribution Date (or, in the case of deposits into the
      Supplemental Interest Trust, on the Derivative Payment Date), the Securities
      Administrator will make the disbursements and transfers from amounts then on
      deposit in the Distribution Account and from amounts that are available for
      payment to the Swap Counterparty, and shall allocate such amounts to the
      interests issued in respect of each REMIC created pursuant to this Agreement
      and
      shall distribute such amounts in the following order of priority and to the
      extent of the Available Funds remaining:

     

    (i) to
      the
      Supplemental Interest Trust and the holders of each Class of LIBOR
      Certificates in the following order of priority:

     

    (A) from
      the
      Interest Remittance Amount, for deposit into the Supplemental Interest Trust
      Account, the amount of any Net Derivative Payment or Swap Termination Payment
      (other than a Swap Termination Payment caused by the Derivative Counterparty)
      owed to the Derivative Counterparty, including any such amounts unpaid from
      previous Distribution Dates;

     

    
      
        
        

      

      
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    (B) concurrently:

     

    (1)
      from
      the Interest Remittance Amount related to the Group I Mortgage Loans, to the
      Class I-A Certificates, the related Senior Interest Payment Amount;
      and

     

    (2)
      from
      the Interest Remittance Amount related to the Group II Mortgage Loans, to the
      Class II-A Certificates, the related Senior Interest Payment
      Amount;

     

    provided, that,
      if the
      Interest Remittance Amount for either Loan Group is insufficient to make the
      related payments set forth in clauses (i)(B)(1)or (i)(B)(2) above, any Interest
      Remittance Amount relating to the other Loan Group remaining after payment
      of
      the related Senior Interest Payment Amount will be available to cover that
      shortfall; and

     

    (C) from
      any
      remaining Interest Remittance Amounts related to either the Group I Mortgage
      Loans or the Group II Mortgage Loans, sequentially, to each Class of Class
      M
      Certificates, in ascending order by numerical Class designation;

     

    (ii) (A)  on
      each Distribution Date (or, in the case of deposits into the Supplemental
      Interest Trust, on the Derivative Payment Date) (1) before the Stepdown
      Date or (2) with respect to which a Trigger Event is in effect, to the
      Supplemental Interest Trust and to the holders of the Class or Classes of
      LIBOR Certificates then entitled to distributions of principal as set forth
      below, from amounts remaining on deposit in the Distribution Account after
      making distributions pursuant to clause (i) above, an amount equal to,
      in the aggregate, the Principal Payment Amount in the following amounts and
      order of priority:


    
      
        
        

      

      
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    (a) for
      deposit into the Supplemental Interest Trust Account, any Net Derivative Payment
      or Swap Termination Payment (other than a Swap Termination Payment caused by
      the
      Derivative Counterparty) owed to the Derivative Counterparty to the extent
      unpaid pursuant to clause (i)(A) above;

     

    (b) concurrently:

     

    (1)
      to
      the Class I-A Certificates, the Group I Principal Payment Amount, until the
      Class Certificate Balance of the Class I-A Certificates is reduced to zero;
      and

     

    (2)
      to
      the Group II-A Certificates, the Group II Principal Payment Amount, until the
      Class Certificate Balance of the Class II-A Certificates is reduced to zero;
      

     

    (c) sequentially,
      to each Class of Class M Certificates, in ascending order by numerical
      Class designation, until their respective Class Certificate Balances are
      reduced to zero;

     

    (B) on
      each
      Distribution Date (or, in the case of deposits into the Supplemental Interest
      Trust, on the Derivative Payment Date) (1) on and after the Stepdown Date
      and (2) as long as a Trigger Event is not in effect, to the Supplemental
      Interest Trust and to the holders of the Class or Classes of LIBOR
      Certificates then entitled to distribution of principal, from amounts remaining
      on deposit in the Distribution Account after making distributions pursuant
      to
      clause (i) above, an amount equal to, in the aggregate, the Principal
      Payment Amount in the following amounts and order of priority:

     

    (a) for
      deposit into the Supplemental Interest Trust Account, any Net Derivative Payment
      or Swap Termination Payment (other than a Swap Termination Payment caused by
      the
      Derivative Counterparty) owed to the Derivative Counterparty to the extent
      unpaid pursuant to clause (i)(A) above;

     

    (b) concurrently:

     

    (1)
      to
      the Class I-A Certificates, the Group I Senior Principal Payment Amount, until
      the Class Certificate Balance of the Class I-A Certificates is reduced to
      zero;

     

    (2)
      to
      the Class II-A Certificates, the Group II Senior Principal Payment Amount,
      until
      the Class Certificate Balance of the Class II-A Certificates is reduced to
      zero;


    
      
        
        

      

      
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    (c) sequentially,
      to each Class of Class M Certificates, in ascending order by numerical
      Class designation, the Class M Principal Payment Amount for the related
      Class of Class M certificates, until their respective
      Class Certificate Balances are reduced to zero;

     

    (iii) any
      amounts remaining after the distributions in clauses (i) and (ii) above,
      plus, as specifically indicated below, from amounts on deposit in the Excess
      Reserve Fund Account, shall be distributed in the following order of
      priority:

     

    (A) to
      the
      Class A Certificates and the Class M Certificates, in the same order of priority
      set forth in clauses (ii)(A)(b), (ii)(A)(c), (ii)(B)(b) and (ii)(B)(c) of this
      Section 4.02 above, as applicable, the amount necessary to maintain the
      Overcollateralization Target Amount for such Distribution Date;

     

    (B) sequentially,
      to the holders of the Class M Certificates, in ascending order by numerical
      Class designation, first
      any
      Interest Carry Forward Amount for that Class, and second,
      any
      Unpaid Realized Loss Amount for that Class;

     

    (C) to
      the
      Excess Reserve Fund Account, the amount of any Basis Risk Payment for such
      Distribution Date;

     

    (D) from
      amounts on deposit in the Excess Reserve Fund Account with respect to such
      Distribution Date, an amount equal to any unpaid Basis Risk Carryover Amount
      with respect to the LIBOR Certificates for such Distribution Date, allocated
      in
      the same order and priority as set forth in clauses (a)(i)(B) and (a)(i)(C)
      of
      this Section 4.02, except that the Class A Certificates will be paid (a)
first,
      pro rata,
      based on
      their respective Class Certificate Balances only with respect to those Class
      A
      Certificates with an outstanding Unpaid Basis Risk Carryover Amount and
second,
      pro rata,
      based on
      any remaining unpaid Basis Risk Carryover Amounts;

     

    (E) to
      the
      Derivative Counterparty, any Swap Termination Payment or Cap Termination Payment
      caused by the Derivative Counterparty;

     

    (F) to
      the
      holders of the Class X Certificates, the remainder of the Class X
      Distributable Amount not distributed pursuant to
      Sections 4.02(a)(iii)(A)-(E); and

     

    (G) to
      the
      holders of the Class R Certificates, any remaining amount;

     

    If
      on any
      Distribution Date, as a result of the foregoing allocation rules, any
      Class of Class A Certificates does not receive in full the related
      Interest Payment Amount or the related Interest Carry Forward Amount, if any,
      then such shortfall will be allocated to the Holders of such Class, with
      interest thereon, on future Distribution Dates, as Interest Carry Forward
      Amounts, subject to the priorities described above.


    
      
        
        

      

      
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    (b) On
      each
      Distribution Date, prior to any distributions on any other Class of
      Certificates, all amounts representing Prepayment Charges from the Mortgage
      Loans received during the related Prepayment Period shall be distributed by
      the
      Securities Administrator to the holders of the Class P
      Certificates.

     

    (c) Any
      principal distributions to the holders of the Class A Certificates on any
      Distribution Date prior to the Stepdown Date will be allocated to the Group
      I
      Certificates, on the one hand, and the Group II Certificates, on the other
      hand,
      based on the Group Principal Allocation Percentage for such Certificate Groups.
      However, if the Class Certificate Balances of the Class A Certificates in either
      Certificate Group are reduced to zero before the Stepdown Date, then the
      remaining amount of principal distributions distributable to the Class A
      Certificates on that Distribution Date, and the amount of those principal
      distributions distributable on all subsequent Distribution Dates, will be
      distributed to the holders of the Class A Certificates in the other Certificate
      Group remaining outstanding, in accordance with the principal distribution
      allocations described in this section, until their Class Certificate Balances
      have been reduced to zero. Any distributions of principal to the Group I
      Certificates will be made first from payments relating to Group I Mortgage
      Loans, and any distributions of principal to the Group II Certificates will
      be
      made first from payments relating to the Group II Mortgage Loans. If the Class
      Certificate Balances of the Class A Certificates in either Certificate Group
      are
      reduced to zero on or after the Stepdown Date, then the remaining amount of
      principal distributions distributable to the Class A Certificates on that
      Distribution Date will be distributed in accordance with Section
      4.02(a)(ii)(A)(b).

     

    (d) On
      any
      Distribution Date, any Relief Act Shortfalls and Net Prepayment Interest
      Shortfalls for such Distribution Date shall be allocated by the Securities
      Administrator as a reduction in the following order:

     

    (1) First,
      to the
      amount of interest payable to the Class X Certificates; and

     

    (2) Second,
      pro
      rata,
      as a
      reduction of the Interest Payment Amount for the Class A and Class M
      Certificates, based on the amount of interest to which such Classes would
      otherwise be entitled.

     

    (e) On
      any
      Distribution Date, the Securities Administrator shall distribute the
      Supplemental Interest Trust Amount for such date as follows:

     

    (i) to
      the
      Derivative Counterparty, any Net Derivative Payment owed to the Derivative
      Counterparty pursuant to the Swap Agreement for such Distribution Date to the
      extent not previously paid in Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a) or
      4.02(a)(ii)(B)(a);

     

    (ii) to
      the
      Derivative Counterparty, any Swap Termination Payment not due to a Derivative
      Counterparty Trigger Event owned to the Derivative Counterparty pursuant to
      the
      Swap Agreement for such Distribution Date;

     

    (iii) to
      the
      Class A Certificates and the Class M Certificates, the amount necessary to
      maintain the Overcollateralization Target Amount for such Distribution Date
      as
      specified in clause (a)(iii)(A) of this Section 4.02, for application pursuant
      to the priorities set forth in such clause, after giving effect to distributions
      pursuant to such clause;


    
      
        
        

      

      
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    (iv) to
      the
      extent not paid pursuant to clause (a)(iii)(B) of this Section 4.02,
      sequentially, to the each Class of Class M Certificates, in ascending order
      by
      numerical Class designation, first,
      any
      Interest Carry Forward Amount for that Class, and second,
      any
      Unpaid Realized Loss Amount for that Class;

     

    (v) to
      the
      extent not paid pursuant to clause (a)(iii)(C) of this Section 4.02, to the
      Excess Reserve Fund Account, the amount of any Basis Risk Payment for such
      Distribution Date;

     

    (vi) to
      the
      extent not paid pursuant to clause (a)(iii)(D) of this Section 4.02, to the
      Class A and Class M Certificates, any remaining unpaid Basis Risk Carryover
      Amount with respect to such Certificates for that Distribution Date, allocated
      in the same order and priority as set forth in such clause;

     

    (vii) if
      applicable, to the Swap Termination Receipts Account or Cap Termination Receipts
      Account for application to the purchase of a replacement swap agreement or
      replacement cap agreement pursuant to Section 4.08;

     

    (viii) to
      the
      extent not paid pursuant to clause (a)(iii)(E) of this Section 4.02, to the
      Derivative Counterparty, any Swap Termination Payment caused by the Derivative
      Counterparty; and

     

    (ix) to
      the
      extent not paid pursuant to clause (a)(iii)(F) of this Section 4.02, to the
      holders of the Class X Certificates, the remainder of the Class X
      Distributable Amount.

     

    With
      respect to each Distribution Date, the sum of all amounts distributed in
      priorities (e)(iii) and (e)(iv) second
      cannot
      exceed the amount of cumulative Realized Losses incurred up to such Distribution
      Date minus any distributions made on previous Distribution Dates pursuant to
      such priorities.

     

    Section
      4.03 Monthly
      Statements to Certificateholders.(a)  Not
      later than each Distribution Date, the Securities Administrator shall make
      available to each Certificateholder, the Master Servicer, the Servicer, the
      Depositor, the Trustee and each Rating Agency a statement, based on information
      provided in part by the Servicer and in part by the Derivative Counterparty,
      setting forth with respect to the related distribution:

     

    (i) the
      amount thereof allocable to principal, separately identifying the aggregate
      amount of any Principal Prepayments, Liquidation Proceeds and Subsequent
      Recoveries;

     

    (ii) the
      amount thereof allocable to interest, any Interest Carry Forward Amounts
      included in such distribution and any remaining Interest Carry Forward Amounts
      after giving effect to such distribution, any Basis Risk Carryover Amount for
      such Distribution Date and the amount of all Basis Risk Carryover Amount covered
      by withdrawals from the Excess Reserve Fund Account on such Distribution
      Date;


    
      
        
        

      

      
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    (iii) if
      the
      distribution to the Holders of such Class of Certificates is less than the
      full amount that would be distributable to such Holders if there were sufficient
      funds available therefor, the amount of the shortfall and the allocation thereof
      as between principal and interest, including any Basis Risk Carryover Amount
      not
      covered by amounts in the Excess Reserve Fund Account;

     

    (iv) the
      Class Certificate Balance of each Class of Certificates after giving
      effect to the distribution of principal on such Distribution Date;

     

    (v) the
      Pool
      Stated Principal Balance for the following Distribution Date;

     

    (vi) the
      amount of the Expense Fees (in the aggregate and separately stated) paid to
      or
      retained by the Servicer or Subservicer and the Master Servicer with respect
      to
      such Distribution Date;

     

    (vii) the
      Interest Rate for each such Class of Certificates with respect to such
      Distribution Date;

     

    (viii) the
      amount of P&I Advances included in the distribution on such Distribution
      Date and the aggregate amount of P&I Advances outstanding as of the close of
      business on the Determination Date immediately preceding such Distribution
      Date;

     

    (ix) by
      Loan
      Group and in the aggregate, the number and aggregate outstanding principal
      balances of Mortgage Loans (1) as to which the Scheduled Payment is
      delinquent 31 to 60 days, 61 to 90 days and 91 or more days,
      (2) that have become REO Property, (3) that are in foreclosure and
      (4) that are in bankruptcy, in each case as of the close of business on the
      last Business Day of the immediately preceding month;

     

    (x) by
      Loan
      Group and in the aggregate, with respect to Mortgage Loans that became REO
      Properties during the preceding calendar month, the number and the aggregate
      Stated Principal Balance of such Mortgage Loans as of the close of business
      on
      the Determination Date preceding such Distribution Date and the date of
      acquisition thereof;

     

    (xi) by
      Loan
      Group and the aggregate, the total number and aggregate principal balance of
      any
      REO Properties as of the close of business on the Determination Date preceding
      such Distribution Date;

     

    (xii) whether
      a
      Trigger Event has occurred and is continuing;

     

    (xiii) the
      amount on deposit in the Excess Reserve Fund Account (after giving effect to
      distributions on such Distribution Date);


    
      
        
        

      

      
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    (xiv) in
      the
      aggregate and for each Class of Certificates, the aggregate amount of
      Applied Realized Loss Amounts incurred during the preceding calendar month
      and
      aggregate Applied Realized Loss Amounts through such Distribution
      Date.;

     

    (xv) the
      amount of any Net Monthly Excess Cash Flow on such Distribution Date and the
      allocation thereof to the Certificateholders with respect to Applied Realized
      Loss Amounts and Interest Carry Forward Amounts;

     

    (xvi) the
      Overcollateralization Amount and Overcollateralization Target
      Amount;

     

    (xvii) Prepayment
      Charges collected by the Servicer;

     

    (xviii) the
      Cumulative Loss Percentage; and

     

    (xix) the
      amount of any Net Derivative Payment made to the Supplemental Interest Trust
      pursuant to Section 4.02, any Net Derivative Payment made to the Derivative
      Counterparty pursuant to Section 4.02, any Swap Termination Payment made to
      the
      Supplemental Interest Trust pursuant to Section 4.02 and any Swap Termination
      Payment made to the Swap Counterparty pursuant to Section 4.02.

     

    (a) For
      purposes of preparing the Monthly Statement, delinquencies shall be determined
      and reported by the Master Servicer based on the so-called “OTS” methodology for
      determining delinquencies on mortgage loans similar to the Mortgage Loans.
      By
      way of example, a Mortgage Loan would be delinquent with respect to a Scheduled
      Payment due on a Due Date if such Scheduled Payment is not made by the close
      of
      business on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan
      would be more than 30-days Delinquent with respect to such Scheduled Payment
      if
      such Scheduled Payment were not made by the close of business on the Mortgage
      Loan’s second succeeding Due Date. 

     

    (b) The
      Securities Administrator’s responsibility for providing the above statement to
      the Certificateholders, each Rating Agency, the Master Servicer, the Servicer,
      the Trustee and the Depositor is limited to the availability, timeliness and
      accuracy of the information derived from the Master Servicer and the Servicer.
      The Securities Administrator will provide the above statement via the Securities
      Administrator’s internet website. The Securities Administrator’s website will
      initially be located at https://www.ctslink.com
      and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (301) 815-6600. Parties that are unable
      to use the above distribution method are entitled to have a paper copy mailed
      to
      them via first Class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the manner
      in
      which the above statement is distributed in order to make such distribution
      more
      convenient and/or more accessible, and the Securities Administrator shall
      provide timely and adequate notification to the Certificateholders and the
      parties hereto regarding any such changes. A paper copy of the statement will
      also be made available upon request.

     

    (c) Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall, upon request, cause to be furnished to each Person who
      at
      any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i), (a)(ii) and (a)(vi)
      of this Section 4.03 aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder. Such
      obligation of the Securities Administrator shall be deemed to have been
      satisfied to the extent that substantially comparable information shall have
      previously been provided by the Securities Administrator pursuant to any
      requirements of the Code as from time to time in effect.


    
      
        
        

      

      
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    (d) On
      the
      10th
      day of
      each calendar month (or, if such 10th
      day is
      not a Business Day, then on the next succeeding Business Day), the Servicer
      shall furnish to the Master Servicer (i) a monthly remittance advice in the
      format set forth in Exhibit N-1 hereto, a monthly defaulted loan report in
      the
      format set forth in Exhibit N-2 hereto and a realized loss report in the format
      set forth in Exhibit N-3 hereto (or in such other format mutually agreed to
      between the Servicer and the Master Servicer) relating to the period ending
      on
      the last day of the preceding calendar month and (ii) all such information
      required pursuant to clause (i) above on a magnetic tape or other similar media
      reasonably acceptable to the Master Servicer. No later than three Business
      Days
      after the fifteenth day of each calendar month, the Servicer shall furnish
      to
      the Master Servicer a monthly report containing such information regarding
      prepayments of Mortgage Loans during the applicable Prepayment Period and in
      a
      format as mutually agreed to between the Servicer and the Master
      Servicer.

     

    Such
      monthly remittance advice shall also be accompanied by a supplemental report
      provided to the Master Servicer which includes on an aggregate basis for the
      previous calendar month (i) the amount of any insurance claims filed, (ii)
      the
      amount of any claim payments made and (iii) the amount of claims denied or
      curtailed. The Master Servicer will convert such data into a format acceptable
      to the Securities Administrator and provide monthly reports to the Securities
      Administrator pursuant to this Agreement.

     

    Section
      4.04 Certain
      Matters Relating to the Determination of LIBOR.
      LIBOR shall be calculated by the Securities Administrator in accordance with
      the
      definition of LIBOR. Until all of the LIBOR Certificates are paid in full,
      the
      Securities Administrator will at all times retain at least four Reference Banks
      for the purpose of determining LIBOR with respect to each LIBOR Determination
      Date. The Securities Administrator initially shall designate the Reference
      Banks
      (after consultation with the Depositor). Each “Reference
      Bank”
shall
      be a leading bank engaged in transactions in Eurodollar deposits in the
      international Eurocurrency market, shall not control, be controlled by, or
      be
      under common control with, the Securities Administrator and shall have an
      established place of business in London. If any such Reference Bank should
      be
      unwilling or unable to act as such or if the Securities Administrator should
      terminate its appointment as Reference Bank, the Securities Administrator shall
      promptly appoint or cause to be appointed another Reference Bank (after
      consultation with the Depositor). The Securities Administrator shall have no
      liability or responsibility to any Person for (i) the selection of any
      Reference Bank for purposes of determining LIBOR or (ii) any inability to
      retain at least four Reference Banks which is caused by circumstances beyond
      its
      reasonable control.

     

    The
      Interest Rate for each Class of LIBOR Certificates for each Interest
      Accrual Period shall be determined by the Securities Administrator on each
      LIBOR
      Determination Date so long as the LIBOR Certificates are outstanding on the
      basis of LIBOR and the respective formulae appearing in footnotes corresponding
      to the LIBOR Certificates in the table relating to the Certificates in the
      Preliminary Statement. The Securities Administrator shall not have any liability
      or responsibility to any Person for its inability, following a good-faith
      reasonable effort, to obtain quotations from the Reference Banks or to determine
      the arithmetic mean referred to in the definition of LIBOR, all as provided
      for
      in this Section 4.04 and the definition of LIBOR. The establishment of
      LIBOR and each Interest Rate for the LIBOR Certificates by the Securities
      Administrator shall (in the absence of manifest error) be final, conclusive
      and
      binding upon each Holder of a Certificate and the Trustee.


    
      
        
        

      

      
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    Section
      4.05 Allocation
      of Applied Realized Loss Amounts.
      Any Applied Realized Loss Amounts shall be allocated by the Securities
      Administrator to the most junior Class of Class M Certificates then
      outstanding in reduction of the Class Certificate Balance
      thereof.

     

    Section
      4.06 Supplemental
      Interest Trust. (a)
      A
      separate trust is hereby established (the “Supplemental
      Interest Trust”),
      the
      corpus of which shall be held by the securities administrator on behalf of
      the
      Trustee, as trustee of the Supplemental Interest Trust, for the benefit of
      the
      Class X Certificateholders. The Securities Administrator, acting in its capacity
      as securities administrator of the Supplemental Interest Trust, shall establish
      an account (the “Swap
      Account”),
      into
      which the Depositor shall initially deposit $500. The Swap Account shall be
      an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other monies, including, without
      limitation, other monies of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b) In
      addition, the Securities Administrator, acting in its capacity as securities
      administrator of the Supplemental Interest Trust, shall establish an account
      (the “Cap Account”), into which the Depositor shall initially deposit $500. The
      Cap Account shall be an Eligible Account, and funds on deposit therein shall
      be
      held separate and apart from, and shall not be commingled with, any other
      monies, including, without limitation, other monies of the Securities
      Administrator held pursuant to this Agreement

     

    (c) The
      Securities Administrator shall deposit into the Swap Account any Net Derivative
      Payment required pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a) and
      4.02(a)(ii)(B)(a), any Swap Termination Payment required pursuant to Sections
      4.02(a)(i)(A), 4.02(a)(ii)(A)(a), 4.02(a)(ii)(B)(a) and 4.02(a)(iii)(E), and
      any
      amounts received from the Swap Counterparty under the Swap Agreement, and shall
      distribute from the Supplemental Interest Trust Account any Net Derivative
      Payment required pursuant to Section 4.02(e)(i) or any Swap Termination Payment
      required pursuant to Sections 4.02(e)(ii) or 4.02(e)(viii), as
      applicable.

     

    (d) The
      Securities Administrator shall deposit into the Cap Account any amounts received
      from the Cap Counterparty under the Cap Agreement.

     

    (e) Funds
      in
      the Swap Account shall be invested in Permitted Investments constituting time
      deposits under clause (ii) of the definition thereof. Any earnings on such
      amounts shall be distributed on each Distribution Date pursuant to Section
      4.02(e). The Class X Certificates shall evidence ownership of the Swap Account
      for federal income tax purposes and the Holder thereof shall direct the
      Securities Administrator, in writing, as to investment of amounts on deposit
      therein. The Sponsor shall be liable for any losses incurred on such
      investments. In the absence of written instructions from the Class X
      Certificateholders as to investment of funds on deposit in the Swap Account,
      such funds shall be invested in the Wells Fargo Advantage Prime Investment
      Money
      Market Fund or a comparable investment vehicle. Any amounts on deposit in the
      Swap Account in excess of the Swap Amount on any Distribution Date shall be
      held
      for distribution pursuant to Section 4.02(e) on the following Distribution
      Date.


    
      
        
        

      

      
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    (f) Funds
      in
      the Cap Account shall be invested in Permitted Investments constituting time
      deposits under clause (ii) of the definition thereof. Any earnings on such
      amounts shall be distributed on each Distribution Date pursuant to Section
      4.02(e). The Class X Certificates shall evidence ownership of the Cap Account
      for federal income tax purposes and the Holder thereof shall direct the
      Securities Administrator, in writing, as to investment of amounts on deposit
      therein. The Sponsor shall be liable for any losses incurred on such
      investments. In the absence of written instructions from the Class X
      Certificateholders as to investment of funds on deposit in the Cap Account,
      such
      funds shall be invested in the Wells Fargo Advantage Prime Investment Money
      Market Fund or a comparable investment vehicle. Any amounts on deposit in the
      Cap Account in excess of the Cap Amount on any Distribution Date shall be held
      for distribution pursuant to Section 4.02(e) on the following Distribution
      Date.

     

    (g) Upon
      termination of the Trust Fund, any amounts remaining in the Swap Account or
      the
      Cap Account shall be distributed pursuant to the priorities set forth in Section
      4.02(e).

     

    (h) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the holder of the Class X Certificates unless and until
      the date when either (a) there is more than one Class X Certificateholder or
      (b)
      any Class of Certificates in addition to the Class X Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes. Neither the Securities Administrator nor the
      Trustee shall be responsible for any entity level tax reporting for the
      Supplemental Interest Trust.

     

    (i) To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Trust, any obligation of the Securities Administrator under
      the
      Swap Agreement or Cap Agreement shall be deemed to be an obligation of the
      Supplemental Interest Trust.

     

    Section
      4.07 Rights
      of the Swap Counterparty. The
      Swap
      Counterparty shall be deemed a third-party beneficiary of this Agreement to
      the
      same extent as if it were a party hereto and shall have the right, upon
      designation of an “Early Termination Date” (as defined in the Swap Agreement),
      to enforce its rights under this Agreement, which rights include but are not
      limited to the obligation of the Securities Administrator (A) to deposit any
      Net
      Derivative Payment required pursuant to Sections 4.02(a)(i)(A),
      4.02(a)(ii)(A)(a) and 4.02(a)(ii)(B)(a), and any Swap Termination Payment
      required pursuant to Sections 4.02(a)(i)(A), 4.02(a)(ii)(A)(a),
      4.02(a)(ii)(B)(a) and 4.02(a)(iii)(E), into the Supplemental Interest Trust
      Account (B) to pay any Net Derivative Payment required pursuant to Section
      4.02(e)(i) or Swap Termination Payment required pursuant to Sections 4.02(e)(ii)
      or Section 4.02(e)(viii), as applicable, to the Swap Counterparty and (C) to
      establish and maintain the Swap Account, to make such deposits thereto,
      investments therein and distributions therefrom as are required pursuant to
      Section 4.06. For the protection and enforcement of the provisions of this
      Section the Swap Counterparty shall be entitled to such relief as can be given
      either at law or in equity.

     


    
      
        
        

      

      
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    Section
      4.08 Termination
      Receipts.(a)(i)
      In
      the event of an “Early Termination Event” as defined under the Swap Agreement,
      (a) any Swap Termination Payment made by the Swap Counterparty to the Swap
      Account and paid pursuant to Section 4.02(e)(viii) (“Swap
      Termination Receipts”)
      will
      be deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (the “Swap
      Termination Receipts Account”)
      and
      (b) any amounts received from a replacement swap counterparty (“Swap
      Replacement Receipts”)
      will
      be deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (the “Swap
      Replacement Receipts Account”).
      The
      Securities Administrator shall invest, or cause to be invested, funds held
      in
      the Swap Termination Receipts Account and the Swap Replacement Receipts Account
      in time deposits of the Securities Administrator as permitted pursuant to clause
      (ii) of the definition of Permitted Investments or as otherwise directed in
      writing by a majority of the Certificateholders. All such Permitted Investments
      must be payable on demand or mature on a Distribution Date or such other date
      as
      directed by the Certificateholders. All such Eligible Investments will be made
      in the name of the Trustee of the Supplemental Interest Trust (in its capacity
      as such) or its nominee. All income and gain realized from any such investment
      shall be deposited in the Termination Receipts Account or the Replacement
      Receipts Account, as applicable, and all losses, if any, shall be borne by
      the
      related account. 

     

    (ii) Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for replacement swap agreement(s)
      and
      the Securities Administrator shall promptly, with the assistance and cooperation
      of the Depositor, use amounts on deposit in the Swap Termination Receipts
      Account, if necessary, to enter into replacement swap agreement(s) which shall
      be executed and delivered by the Securities Administrator on behalf of the
      Supplemental Interest Trust upon receipt of written confirmation from each
      Rating Agency that such replacement swap agreement(s) will not result in the
      reduction or withdrawal of the rating of any outstanding Class of Certificates
      with respect to which it is a Rating Agency. 

     

    Amounts
      on deposit in the Swap Replacement Receipts Account shall be held for the
      benefit of the related Swap Counterparty and paid to such Swap Counterparty
      if
      the Supplemental Interest Trust is required to make a payment to such Swap
      Counterparty following an event of default or termination event with respect
      to
      the Supplemental Interest Trust under the related Swap Agreement. Any amounts
      not so applied shall, following the termination or expiration of such Swap
      Agreement, be paid to the Class X Certificates.

     

    (b) (i)
      In
      the event of an “Early Termination Event” as defined under the Cap Agreement,
      (a) any Cap Termination Payment made by the Cap Counterparty to the Cap Account
      and paid pursuant to Section 4.02(e)(vii) (“Cap Termination Receipts”) shall be
      deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator (the “Cap
      Termination Receipts Account”) and (b) any amounts received from a replacement
      cap counterparty (“Cap Replacement Receipts”) will be deposited in a segregated
      non-interest bearing account which shall be an Eligible Account established
      by
      the Securities Administrator (the “Cap Replacement Receipts Account”). The
      Securities Administrator shall invest, or cause to be invested, funds held
      in
      the Cap Termination Receipts Account in time deposits of the Securities
      Administrator as permitted by clause (ii) of the definition of Permitted
      Investments or as otherwise directed in writing by a majority of the
      Certificateholders. All such Permitted Investments must be payable on demand
      or
      mature on a Cap Payment Date, a Distribution Date or such other date as directed
      by the Certificateholders. All such Eligible Investments shall be made in the
      name of the Trustee as trustee of the Supplemental Interest Trust (in its
      capacity as such) or its nominee. All income and gain realized from any such
      investment shall be deposited in the Cap Termination Receipts Account and all
      losses, if any, shall be borne by such account. 


    
      
        
        

      

      
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    (ii) Unless
      otherwise permitted by the Rating Agencies as evidenced in a written
      confirmation, the Depositor shall arrange for replacement interest rate cap
      agreement(s) and the Securities Administrator shall promptly, with the
      assistance and cooperation of the Depositor, use amounts on deposit in the
      Cap
      Termination Receipts Account, if necessary, to enter into replacement interest
      rate cap agreement(s) which shall be executed and delivered by the Securities
      Administrator on behalf of the Supplemental Interest Trust upon receipt of
      written confirmation from each Rating Agency that such replacement interest
      rate
      cap agreement(s) will not result in the reduction or withdrawal of the rating
      of
      any outstanding Class of Certificates with respect to which it is a Rating
      Agency

     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    Section
      5.01 The
      Certificates.
      The Certificates shall be substantially in the forms attached hereto as
      exhibits. The Certificates shall be issuable in registered form, in the minimum
      denominations, integral multiples in excess thereof (except that one Certificate
      in each Class may be issued in a different amount) and aggregate
      denominations per Class set forth in the Preliminary
      Statement.

     

    The
      Depositor hereby directs the Securities Administrator to register the
      Class X and Class P Certificates in the name of the Depositor or its
      designee. On a date as to which the Depositor notifies the Securities
      Administrator, the Securities Administrator shall transfer the Class X and
      Class P Certificates in the name of the NIM Trustee, or such other name or
      names as the Depositor shall request, and to deliver the Class X and
      Class P Certificates to the NIM Trustee or to such other Person or Persons
      as the Depositor shall request.

     

    Subject
      to Section 11.02 respecting the final distribution on the Certificates, on
      each Distribution Date the Securities Administrator shall make distributions
      to
      each Certificateholder of record on the preceding Record Date either (x) by
      wire transfer in immediately available funds to the account of such holder
      at a
      bank or other entity having appropriate facilities therefor, if such Holder
      has
      so notified the Securities Administrator at least five Business Days prior
      to
      the related Record Date or (y) by check mailed by first Class mail to such
      Certificateholder at the address of such holder appearing in the Certificate
      Register; provided,
      however,
      so long
      as such Certificate is a Book-Entry Certificate, all distributions on such
      Certificate will be made through the Depository or the Depository
      Participant.

     

    
      
        
        

      

      
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    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Securities Administrator by an authorized officer. Certificates bearing the
      manual or facsimile signatures of individuals who were, at the time such
      signatures were affixed, authorized to sign on behalf of the Securities
      Administrator shall bind the Securities Administrator, notwithstanding that
      such
      individuals or any of them have ceased to be so authorized prior to the
      authentication and delivery of any such Certificates or did not hold such
      offices at the date of such Certificate. No Certificate shall be entitled to
      any
      benefit under this Agreement, or be valid for any purpose, unless authenticated
      by the Securities Administrator by manual signature, and such authentication
      upon any Certificate shall be conclusive evidence, and the only evidence, that
      such Certificate has been duly executed and delivered hereunder. All
      Certificates shall be dated the date of their authentication. On the Closing
      Date, the Securities Administrator shall authenticate the Certificates to be
      issued at the direction of the Depositor, or any affiliate thereof.

     

    Section
      5.02 Certificate
      Register; Registration of Transfer and Exchange of Certificates.
      (a)  The Securities Administrator shall maintain, or cause to be
      maintained in accordance with the provisions of Section 5.06, a Certificate
      Register for the Trust Fund in which, subject to the provisions of subsections
      (b) and (c) below and to such reasonable regulations as it may prescribe,
      the Securities Administrator shall provide for the registration of Certificates
      and of transfers and exchanges of Certificates as herein provided. Upon
      surrender for registration of transfer of any Certificate, the Securities
      Administrator shall execute and deliver, in the name of the designated
      transferee or transferees, one or more new Certificates of the same
      Class and aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing
      the same aggregate Percentage Interest upon surrender of the Certificates to
      be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates which the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of transfer or exchange shall be accompanied by
      a
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b) No
      transfer of a Private Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such state securities laws. In determining whether a transfer
      is being made pursuant to an effective registration statement, the Securities
      Administrator shall be entitled to rely solely upon a written notice to such
      effect from the Depositor. Except with respect to (i) the transfer of the
      Class X, Class P or Class R Certificates to the Depositor or an
      Affiliate of the Depositor, (ii) the transfer 


    
      
        
        

      

      
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    of
      the
      Class X or Class P Certificates to the NIM Issuer or the NIM Trustee,
      or (iii) a transfer of the Class X or Class P Certificates from
      the NIM Issuer or the NIM Trustee to the Depositor or an Affiliate of the
      Depositor, in the event that a transfer of a Private Certificate which is a
      Physical Certificate is to be made in reliance upon an exemption from the
      Securities Act and such laws, in order to assure compliance with the Securities
      Act and such laws, the Certificateholder desiring to effect such transfer shall
      certify to the Securities Administrator in writing the facts surrounding the
      transfer in substantially the form set forth in Exhibit H (the
“Transferor
      Certificate”)
      and
      either (i) there shall be delivered to the Securities Administrator a
      letter in substantially the form of Exhibit I (the “Rule 144A
      Letter”)
      or
      (ii) there shall be delivered to the Securities Administrator at the
      expense of the transferor an Opinion of Counsel stating that such transfer
      may
      be made without registration under the Securities Act. In the event that a
      transfer of a Private Certificate which is a Book-Entry Certificate is to be
      made in reliance upon an exemption from the Securities Act and such laws, in
      order to assure compliance with the Securities Act and such laws, the
      Certificateholder desiring to effect such transfer will be deemed to have made
      as of the transfer date each of the certifications set forth in the Transferor
      Certificate in respect of such Certificate and the transferee will be deemed
      to
      have made as of the transfer date each of the certifications set forth in the
      Rule 144A Letter in respect of such Certificate, in each case as if such
      Certificate were evidenced by a Physical Certificate. As directed by the
      Depositor, the Securities Administrator shall provide to any Holder of a Private
      Certificate and any prospective transferee designated by any such Holder,
      information regarding the related Certificates and the Mortgage Loans and such
      other information as shall be necessary to satisfy the condition to eligibility
      set forth in Rule 144A(d)(4) for transfer of any such Certificate without
      registration thereof under the Securities Act pursuant to the registration
      exemption provided by Rule 144A. The Depositor, the Master Servicer, the
      Servicer and the Trustee shall cooperate with the Securities Administrator
      in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Securities Administrator such information regarding
      the Certificates, the Mortgage Loans and other matters regarding the Trust
      Fund
      as the Securities Administrator shall reasonably determine to meet its
      obligation under the preceding sentence. Each Holder of a Private Certificate
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Securities Administrator, the Trustee, the Servicer, the Master Servicer and
      the
      Depositor against any liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    Except
      with respect to (i) the transfer of the Class X, Class P or
      Class R Certificates to the Depositor or an Affiliate of the Depositor,
      (ii) the transfer of the Class X or Class P Certificates to the
      NIM Issuer or the NIM Trustee, or (iii) a transfer of the Class X or
      Class P Certificates from the NIM Issuer or the NIM Trustee to the
      Depositor or an Affiliate of the Depositor, no transfer of an ERISA-Restricted
      Certificate shall be made unless the Securities Administrator shall have
      received either (i) a representation from the transferee of such
      Certificate acceptable to and in form and substance satisfactory to the
      Securities Administrator (in the event such Certificate is a Private Certificate
      or a Residual Certificate, such requirement is satisfied only by the Securities
      Administrator’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit I), to the effect that such transferee
      is not an employee benefit plan or arrangement subject to Section 406 of
      ERISA, a plan subject to Section 4975 of the Code or a plan subject to any
      Federal, state or local law (“Similar
      Law”)
      materially similar to the foregoing provisions of ERISA or the Code, nor a
      person acting on behalf of any such plan or arrangement nor using the assets
      of
      any such plan or arrangement to 


    
      
        
        

      

      
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    effect
      such transfer, or (ii) in the case of an ERISA-Restricted Certificate other
      than a Residual Certificate or a Class P Certificate that has been the
      subject of an ERISA-Qualifying Underwriting, and the purchaser is an insurance
      company, a representation that the purchaser is an insurance company that is
      purchasing such Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption (“PTCE”)
      95-60)
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60 or (iii) in the case of any such
      ERISA-Restricted Certificate other than a Residual Certificate or Class P
      Certificate presented for registration in the name of an employee benefit plan
      subject to Title I of ERISA, a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a plan subject to Similar Law, or a trustee of any such plan
      or
      any other person acting on behalf of any such plan or arrangement or using
      such
      plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the
      Securities Administrator, which Opinion of Counsel shall not be an expense
      of
      the Depositor, the Trustee, the Master Servicer, the Servicer, the Securities
      Administrator or the Trust Fund, addressed to the Securities Administrator,
      to
      the effect that the purchase or holding of such ERISA-Restricted Certificate
      will not constitute or result in a non-exempt prohibited transaction within
      the
      meaning of ERISA, Section 4975 of the Code or any Similar Law and will not
      subject the Trustee, the Depositor, the Securities Administrator, the Master
      Servicer or the Servicer to any obligation in addition to those expressly
      undertaken in this Agreement or to any liability. For purposes of the preceding
      sentence, with respect to an ERISA-Restricted Certificate that is not a Physical
      Certificate or a Residual Certificate, in the event the representation letter
      referred to in the preceding sentence is not furnished, such representation
      shall be deemed to have been made to the Securities Administrator by the
      transferee’s (including an initial acquirer’s) acceptance of the
      ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
      herein, (a) any purported transfer of an ERISA-Restricted Certificate that
      is a Physical Certificate, other than a Class P Certificate or Residual
      Certificate, to or on behalf of an employee benefit plan subject to ERISA,
      the
      Code or Similar Law without the delivery to the Securities Administrator of
      a
      representation letter or an Opinion of Counsel satisfactory to the Securities
      Administrator as described above shall be void and of no effect and (b) any
      purported transfer of a Class P Certificate or Residual Certificate to a
      transferee that does not make the representation in clause (i) above
      shall be void and of no effect.

     

    None
      of
      the Class R or Class P Certificates may be sold to any employee
      benefit plan subject to Title I of ERISA, any plan subject to
      Section 4975 of the Code, or any plan subject to any Similar Law or any
      person investing on behalf or with plan assets of such plan.

     

    No
      transfer of an ERISA-Restricted Derivative Certificate prior to the termination
      of the Cap Agreement and the Swap Agreement shall be made unless the Securities
      Administrator shall have received a representation letter from the transferee
      of
      such Certificate, substantially in the form set forth in Exhibit I, to the
      effect that either (i) such transferee is neither an employee benefit plan
      or
      arrangement subject to Section 406 of ERISA, a plan subject to Section 4975
      of
      the Code or a plan subject to Similar Law nor a Person acting on behalf of
      any
      such Plan or using the assets of any such Plan to effect such transfer or (ii)
      the acquisition and holding of the ERISA-Restricted Derivative Certificate
      are
      eligible for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
      95-60 or PTCE 96-23. Notwithstanding anything else to the contrary herein,
      any
      purported transfer of an ERISA-Restricted Derivative Certificate prior to the
      termination of the Cap Agreement and the Swap Agreement on behalf of such Plan
      without the delivery to the Securities Administrator of a representation letter
      as described above shall be void and of no effect. If the ERISA-Restricted
      Derivative Certificate is a Book-Entry Certificate, the transferee will be
      deemed to have made a representation as provided in clause (i) or (ii) of this
      paragraph, as applicable.


    
      
        
        

      

      
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    If
      any
      ERISA-Restricted Derivative Certificate, or any interest therein, is acquired
      or
      held in violation of the provisions of the preceding paragraph, the next
      preceding permitted beneficial owner will be treated as the beneficial owner
      of
      that Certificate, retroactive to the date of transfer to the purported
      beneficial owner. Any purported beneficial owner whose acquisition or holding
      of
      an ERISA-Restricted Derivative Certificate, or interest therein, was effected
      in
      violation of the provisions of the preceding paragraph shall indemnify to the
      extent permitted by law and hold harmless the Depositor, the Securities
      Administrator, the Trustee, the Servicer and the Master Servicer from and
      against any and all liabilities, claims, costs or expenses incurred by such
      parties as a result of such acquisition or holding.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Securities Administrator shall be under no liability to any Person for
      any
      registration of transfer of any ERISA-Restricted Certificate or ERISA-Restricted
      Derivative Certificate that is in fact not permitted by this
      Section 5.02(b) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder under
      the
      provisions of this Agreement so long as, in the case of a Physical Certificate,
      the transfer was registered by the Securities Administrator in accordance with
      the foregoing requirements.

     

    (c) Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee;

     

    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Securities Administrator shall not
      register the Transfer of any Residual Certificate unless, in addition to the
      certificates required to be delivered to the Securities Administrator under
      subparagraph (b) above, the Securities Administrator shall have been
      furnished with an affidavit (a “Transfer
      Affidavit”)
      of the
      initial owner or the proposed transferee in the form attached hereto as
      Exhibit G;

     

    (iii) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to
      whom such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
      such Person is acting as nominee, trustee or agent in connection with any
      Transfer of a Residual Certificate and (C) not to Transfer its Ownership
      Interest in a Residual Certificate or to cause the Transfer of an Ownership
      Interest in a Residual Certificate to any other Person if it has actual
      knowledge that such Person is a Non-Permitted Transferee;


    
      
        
        

      

      
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    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 5.02(c), then the last
      preceding Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of Transfer of such Residual
      Certificate. The Securities Administrator shall be under no liability to any
      Person for any registration of Transfer of a Residual Certificate that is in
      fact not permitted by Section 5.02(a) and this Section 5.02(c) or for
      making any payments due on such Certificate to the Holder thereof or taking
      any
      other action with respect to such Holder under the provisions of this Agreement
      so long as the Transfer was registered after receipt of the related Transfer
      Affidavit, Transferor Certificate and the Rule 144A Letter. The Securities
      Administrator shall be entitled but not obligated to recover from any Holder
      of
      a Residual Certificate that was in fact a Non-Permitted Transferee at the time
      it became a Holder or, at such subsequent time as it became a Non-Permitted
      Transferee, all payments made on such Residual Certificate at and after either
      such time. Any such payments so recovered by the Securities Administrator shall
      be paid and delivered by the Securities Administrator to the last preceding
      Permitted Transferee of such Certificate; and

     

    (v) The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Securities Administrator, all information necessary to compute
      any tax imposed under Section 860E(e) of the Code as a result of a Transfer
      of an Ownership Interest in a Residual Certificate to any Holder who is a
      Non-Permitted Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate set forth in this
      Section 5.02(c) shall cease to apply (and the applicable portions of the
      legend on a Residual Certificate may be deleted) with respect to Transfers
      occurring after delivery to the Securities Administrator of an Opinion of
      Counsel, which Opinion of Counsel shall not be an expense of the Trust Fund,
      the
      Trustee, the Securities Administrator or the Servicer, to the effect that the
      elimination of such restrictions will not cause any REMIC created hereunder
      to
      fail to qualify as a REMIC at any time that the Certificates are outstanding
      or
      result in the imposition of any tax on the Trust Fund, a Certificateholder
      or
      another Person. Each Person holding or acquiring any Ownership Interest in
      a
      Residual Certificate hereby consents to any amendment of this Agreement which,
      based on an Opinion of Counsel furnished to the Securities Administrator, is
      reasonably necessary (a) to ensure that the record ownership of, or any
      beneficial interest in, a Residual Certificate is not transferred, directly
      or
      indirectly, to a Person that is a Non-Permitted Transferee and (b) to
      provide for a means to compel the Transfer of a Residual Certificate which
      is
      held by a Person that is a Non-Permitted Transferee to a Holder that is a
      Permitted Transferee.

     

    
      
        
        

      

      
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    (d) The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of
      the parties to such transfers.

     

    (e) Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times:
      (i) registration of the Certificates may not be transferred by the
      Securities Administrator except to another Depository; (ii) the Depository
      shall maintain book-entry records with respect to the Certificate Owners and
      with respect to ownership and transfers of such Book-Entry Certificates;
      (iii) ownership and transfers of registration of the Book-Entry
      Certificates on the books of the Depository shall be governed by applicable
      rules established by the Depository; (iv) the Depository may collect its
      usual and customary fees, charges and expenses from its Depository Participants;
      (v) the Securities Administrator shall deal with the Depository, Depository
      Participants and indirect participating firms as representatives of the
      Certificate Owners of the Book-Entry Certificates for purposes of exercising
      the
      rights of holders under this Agreement, and requests and directions for and
      votes of such representatives shall not be deemed to be inconsistent if they
      are
      made with respect to different Certificate Owners; and (vi) the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants and
      furnished by the Depository Participants with respect to indirect participating
      firms and persons shown on the books of such indirect participating firms as
      direct or indirect Certificate Owners.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owner. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners it represents
      or of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures.

     

    If
      (x) (i) the Depository or the Depositor advises the Securities
      Administrator in writing that the Depository is no longer willing or able to
      properly discharge its responsibilities as Depository, and (ii) the
      Securities Administrator or the Depositor is unable to locate a qualified
      successor, or (y) the Depositor notifies the Depository (and the Securities
      Administrator consents) of its intent to terminate the book-entry system through
      the Depository and, upon receipt of notice of such intent from the Depository,
      the Depository Participants holding beneficial interests in the Book-Entry
      Certificates agree to initiate such termination, the Securities Administrator
      shall notify all Certificate Owners, through the Depository, of the occurrence
      of any such event and of the availability of definitive, fully registered
      Certificates (the “Definitive
      Certificates”)
      to
      Certificate Owners requesting the same. Upon surrender to the Securities
      Administrator of the related Class of Certificates by the Depository,
      accompanied by the instructions from the Depository for registration, the
      Securities Administrator shall issue the Definitive Certificates. None of the
      Servicer, the Depositor or the Securities Administrator shall be liable for
      any
      delay in delivery of such instruction and each may conclusively rely on, and
      shall be protected in relying on, such instructions. The Depositor shall provide
      the Securities Administrator with an adequate inventory of Certificates to
      facilitate the issuance and transfer of Definitive Certificates. Upon the
      issuance of Definitive Certificates all references herein to obligations imposed
      upon or to be performed by the Depository shall be deemed to be imposed upon
      and
      performed by the Securities Administrator, to the extent applicable with respect
      to such Definitive Certificates and the Securities Administrator shall recognize
      the Holders of the Definitive Certificates as Certificateholders hereunder;
      provided,
      that
      the Securities Administrator shall not by virtue of its assumption of such
      obligations become liable to any party for any act or failure to act of the
      Depository.


    
      
        
        

      

      
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    (f) Each
      Private Certificate presented or surrendered for registration of transfer or
      exchange shall be accompanied by a written instrument of transfer and
      accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
      or W-9 in form satisfactory to the Securities Administrator, duly executed
      by
      the Certificateholder or his attorney duly authorized in writing. Each
      Certificate presented or surrendered for registration of transfer or exchange
      shall be canceled and subsequently disposed of by the Securities Administrator
      in accordance with its customary practice. No service charge shall be made
      for
      any registration of transfer or exchange of Private Certificates, but the
      Securities Administrator may require payment of a sum sufficient to cover any
      tax or governmental charge that may be imposed in connection with any transfer
      or exchange of Private Certificates.

     

    Section
      5.03 Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (a) any mutilated Certificate is surrendered to the Securities
      Administrator, or the Securities Administrator receives evidence to its
      satisfaction of the destruction, loss or theft of any Certificate and
      (b) there is delivered to the Depositor, the Securities Administrator and
      the Trustee such security or indemnity as may be required by them to hold each
      of them harmless, then, in the absence of notice to the Securities Administrator
      that such Certificate has been acquired by a bona fide purchaser, the Securities
      Administrator shall execute, authenticate and deliver, in exchange for or in
      lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
      Certificate of like Class, tenor and Percentage Interest. In connection with
      the
      issuance of any new Certificate under this Section 5.03, the Securities
      Administrator may require the payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Securities Administrator)
      connected therewith. Any replacement Certificate issued pursuant to this
      Section 5.03 shall constitute complete and indefeasible evidence of
      ownership, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    Section
      5.04 Persons
      Deemed Owners.
      The
      Trustee, the Depositor, the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name any Certificate is registered as the owner of such Certificate for
      the purpose of receiving distributions as provided in this Agreement and for
      all
      other purposes whatsoever, and neither the Trustee, the Depositor, the
      Securities Administrator nor any agent of the Trustee, the Depositor or the
      Securities Administrator shall be affected by any notice to the
      contrary.

     

    Section
      5.05 Access
      to List of Certificateholders’ Names and Addresses.
      If three or more Certificateholders (a) request such information in writing
      from the Securities Administrator, (b) state that such Certificateholders
      desire to communicate with other Certificateholders with respect to their rights
      under this Agreement or under the Certificates and (c) provide a copy of
      the communication which such Certificateholders propose to transmit, or if
      the
      Depositor or the Servicer shall request such information in writing from the
      Securities Administrator, then the Securities Administrator shall, within ten
      Business Days after the receipt of such request, provide the Depositor, the
      Servicer or such Certificateholders at such recipients’ expense the most recent
      list of the Certificateholders of such Trust Fund held by the Securities
      Administrator, if any. The Depositor and every Certificateholder, by receiving
      and holding a Certificate, agree that the Securities Administrator shall not
      be
      held accountable by reason of the disclosure of any such information as to
      the
      list of the Certificateholders hereunder, regardless of the source from which
      such information was derived.


    
      
        
        

      

      
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    Section
      5.06 Maintenance
      of Office or Agency.
      The Securities Administrator will maintain or cause to be maintained at its
      expense an office or offices or agency or agencies where Certificates may be
      surrendered for registration of transfer or exchange. The Securities
      Administrator initially designates its offices located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479. The Securities Administrator
      shall give prompt written notice to the Certificateholders of any change in
      such
      location of any such office or agency.

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR AND THE SERVICER

     

    Section
      6.01 Respective
      Liabilities of the Depositor and the Servicer.
      The Depositor and the Servicer shall each be liable in accordance herewith
      only
      to the extent of the obligations specifically and respectively imposed upon
      and
      undertaken by them herein.

     

    Section
      6.02 Merger
      or Consolidation of the Depositor or the Servicer.
      (a) The Depositor and the Servicer will each keep in full effect its
      existence, rights and franchises as a corporation, under the laws of the United
      States or under the laws of one of the states thereof and will each obtain
      and
      preserve its qualification to do business as a foreign corporation in each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of this Agreement, or any of the Mortgage Loans
      and
      to perform its respective duties under this Agreement.

     

    (b) The
      Servicer is and shall continue to be an institution which is a Fannie
      Mae-approved and Freddie Mac-approved seller/servicer, shall maintain a net
      worth of at least $30,000,000 (as determined in accordance with generally
      accepted accounting principles) and shall maintain its license to do business
      or
      service residential mortgage loans in any jurisdictions in which the Mortgaged
      Properties are located.

     

    (c) Any
      Person into which the Depositor or the Servicer may be merged or consolidated,
      or any Person resulting from any merger or consolidation to which the Depositor
      or the Servicer shall be a party, or any person succeeding to the business
      of
      the Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, hereunder, without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding; provided,
      however,
      that
      the successor or surviving Person to the Servicer shall make the covenant set
      forth in Section 6.02(a) and (b).


    
      
        
        

      

      
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    Section
      6.03 Limitation
      on Liability of the Depositor, the Servicer and Others. Neither
      the Depositor, the Servicer, nor any of their respective directors, officers,
      employees or agents, shall be under any liability to the Certificateholders
      for
      any action taken or for refraining from the taking of any action in good faith
      pursuant to this Agreement, or for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Depositor, the Servicer or any such Person
      against any breach of representations or warranties made by it herein or protect
      the Depositor, the Servicer or any such Person from any liability which would
      otherwise be imposed by reasons of willful misfeasance, bad faith or negligence
      (or gross negligence in the case of the Depositor) in the performance of duties
      or by reason of reckless disregard of obligations and duties hereunder. The
      Depositor, its Affiliates, the Servicer and any of their respective directors,
      officers, employees or agents 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 Depositor, its Affiliates, the Servicer and any of their
      respective directors, officers, employees or agents shall be indemnified by
      the
      Trust Fund and held harmless against any loss, liability or expense incurred
      in
      connection with any audit, controversy or judicial proceeding relating to a
      governmental taxing authority or any legal action relating to this Agreement
      or
      the Certificates other than any loss, liability or expense related to any
      specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
      or
      expense shall be otherwise reimbursable pursuant to this Agreement and any
      loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence (or gross negligence in the case of the Depositor) in the performance
      of duties hereunder or by reason of reckless disregard of obligations and duties
      hereunder. Neither the Depositor nor the Servicer shall be under any obligation
      to appear in, prosecute or defend any legal action that is not incidental to
      its
      respective duties hereunder and which in its opinion may involve it in any
      expense or liability; provided,
      however,
      that
      the Depositor may in its discretion undertake any such action (or direct the
      Trustee to undertake such actions pursuant to Section 2.03 for the benefit
      of the Certificateholders) that it may deem necessary or desirable in respect
      of
      this Agreement and the rights and duties of the parties hereto and interests
      of
      the Trustee and the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom shall
      be
      expenses, costs and liabilities of the Trust Fund, and the Depositor and the
      Servicer shall be entitled to be reimbursed therefor out of the Collection
      Account.

     

    Section
      6.04 Limitation
      on Resignation of the Servicer. Subject
      to Section 7.01, the Servicer shall not assign this Agreement or resign
      from the obligations and duties hereby imposed on it except by mutual consent
      of
      the Servicer, the Depositor, the Master Servicer and the Securities
      Administrator with prior written notice to the Trustee or upon the determination
      that its duties hereunder are no longer permissible under applicable law and
      such incapacity cannot be cured by the Servicer. Any such 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 Depositor, the Securities Administrator and the Master Servicer
      which Opinion of Counsel shall be in form and substance acceptable to the
      Depositor, the Securities Administrator and the Master Servicer. No such
      resignation shall become effective until a successor shall have assumed the
      Servicer’s responsibilities and obligations hereunder.

     

    
      Section
        6.05  Additional
        Indemnification by the Servicer; Third Party Claims. Notwithstanding
        the limitations set forth in Section 6.03, the Servicer shall indemnify the
        Depositor, the Master Servicer, the Securities Administrator, the Trustee,
        the
        Trust Fund and any Affiliate, director, officer, employee or agent of the
        Depositor and hold each of them harmless against any and all claims, losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments, and any other costs, fees and expenses that any
        of
        them may sustain (collectively, a “Loss”) in as a direct result of any breach by
        the Servicer, of (i) any of its representations and warranties referred to
        in Section 2.03(a), (ii) any error in any tax or information return
        prepared by the Servicer, (iii) the failure of the Servicer to perform its
        duties and service the Mortgage Loans in compliance with the terms of this
        Agreement or (iv) any
        failure by the Servicer, any Subservicer or any Subcontractor to
        deliver any information, report, certification, accountants’ letter or other
        material when and as required under this Agreement, including any report
        under
        Sections 3.22, 3.23, 3.24 and 3.30 or any failure by the Servicer to identify
        pursuant to Section 3.02(c) any Subcontractor that is a Servicing Function
        Participant. The Servicer immediately shall notify the Depositor, the Master
        Servicer, the Securities Administrator and the Trustee if a claim is made
        by a
        third party with respect to this Agreement or the Mortgage Loans, assume
        (with
        the prior written consent of the Depositor and the Securities Administrator)
        the
        defense of any such claim and pay all expenses in connection therewith,
        including counsel fees, and promptly pay, discharge and satisfy any judgment
        or
        decree which may be entered against it or the Depositor, the Securities
        Administrator or the Trustee in respect of such claim. In
        the
        case of any failure of performance described in clause (iv) of this Section
        6.05, the Servicer shall promptly reimburse the Trustee, the Master Servicer,
        the Securities Administrator or the Depositor, as applicable, and each Person
        responsible for the preparation, execution or filing of any report required
        to
        be filed with the Commission with respect to the transaction relating to
        this
        Agreement, or for execution of a certification pursuant to Rule 13a-14(d)
        or
        Rule 15d-14(d) under the Exchange Act with respect to this transaction, for
        all
        costs reasonably incurred by each such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Servicer, any
        Subservicer or any Subcontractor.
        This
        indemnity shall survive the termination of this Agreement and the earlier
        resignation or removal of the Servicer and the parties indemnified by the
        Servicer under this paragraph. Notwithstanding the provisions of this Section
        6.05, the Servicer shall not be obligated to provide any indemnification
        or
        reimbursement hereunder to any party for any loss that any of them may sustain
        which are indirect, consequential,
        punitive or special in nature.

    

    
      
        
        

      

      
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    Section
      6.06 Compliance
      with Regulation AB; Cooperation of Parties.
      Notwithstanding any other provision of this Agreement, the Servicer acknowledges
      and agrees that the purpose of Sections 3.02, 3.22, 3.23, 3.24, 3.30, 6.05
      and
      7.01(i) and Exhibit S of this Agreement is to facilitate compliance by the
      Securities Administrator, the Master Servicer and the Depositor with the
      provisions of Regulation AB. Therefore, the Servicer agrees that (a) the
      obligations of the Servicer hereunder shall be interpreted in such a manner
      as
      to accomplish that purpose, (b) such obligations may change over time due to
      interpretive advice or guidance of the Commission, 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 Servicer
      shall agree to enter into such amendments to this Agreement as may be necessary,
      in the judgment of the Servicer, the Depositor, the Master Servicer and the
      Securities Administrator and their respective counsel, to comply with such
      interpretive advice or guidance, convention, consensus, advice of counsel,
      or
      otherwise, (d) the Servicer shall otherwise comply with reasonable requests
      made
      by the Trustee, the Securities Administrator, the Master Servicer or the
      Depositor, and mutually agreed upon by the Servicer, for delivery of additional
      or different information reasonably available to the Servicer as such parties
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB and (e) the
      Servicer shall promptly
      upon request provide to the Depositor or the Securities Administrator for
      inclusion in any periodic report required to be filed under the Securities
      Exchange Act, such items of information reasonably available to the Servicer
      regarding this Agreement and matters related to the Servicer (collectively,
      the
“Servicer Information”), provided
      that
      such
      information shall be required to be provided by the Servicer only to the extent
      that such shall be determined by the Depositor or the Master Servicer in its
      sole discretion (or, in the case of information provided under clauses (c)
      and
      (d) of this Section 6.06, with the consent of the Servicer) and its counsel
      to
      be necessary or advisable to comply with any Commission and industry guidance
      and convention.


    
      
        
        

      

      
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    ARTICLE
      VII

     

    DEFAULT

     

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

     

    (a) any
      failure by the Servicer to remit to the Master Servicer any payment required
      to
      be made under the terms of this Agreement which continues unremedied for a
      period of one Business Day after the date upon which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Depositor or by the Master Servicer, or to the Servicer, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      by
      Certificateholders entitled to at least 25.00% of the Voting Rights in the
      Certificates; or

     

    (b) the
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      set
      forth in this Agreement which continues unremedied for a period of forty-five
      days (except that such number of days shall be fifteen in the case of a failure
      to pay any premium for any insurance policy required to be maintained under
      this
      Agreement and (y) such number of days shall be ten in the case of a failure
      to
      observe or perform any of the obligations set forth in Sections 3.02, 3.23,
      3.24, 3.30 or 8.12), after the earlier of (i) the date on which written notice
      of such failure, requiring the same to be remedied, shall have been given to
      the
      Servicer by the Depositor or by the Master Servicer, or to the Servicer, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      by
      Certificateholders entitled to at least 25.00% of the Voting Rights in the
      Certificates and (ii) actual knowledge of such failure by a Servicing Officer
      of
      the Servicer; or

     

    (c) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      bankruptcy, readjustment of debt, 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 or unstayed for a period of sixty
      consecutive days; or

     

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

     

    
      
        
        

      

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

     

    (f) any
      failure of the Servicer to make any P&I Advance on any Remittance Date
      required to be made from its own funds pursuant to Section 4.01 which
      continues unremedied for one Business Day immediately following the Remittance
      Date; or

     

    (g) a
      breach
      of any representation and warranty of the Servicer referred to in
      Section 2.03(a), which materially and adversely affects the interests of
      the Certificateholders and which continues unremedied for a period of
      thirty days after the date upon which written notice of such breach is
      given to the Servicer by the Master Servicer or by the Depositor, or to the
      Servicer, the Master Servicer, the Depositor, the Securities Administrator
      and
      the Trustee by Certificateholders entitled to at least 25.00% of the Voting
      Rights in the Certificates; or

     

    (h) Fitch
      reduces its primary subprime servicer rating of the Servicer to “RPS3-“ or
      lower, Moody’s reduces its primary subprime servicer rating of the Servicer to
“SQ3” or lower, or Standard & Poor’s reduces its primary subprime servicer
      rating of the Servicer to “Average” or lower, and any such downgrade continues
      unremedied for a period of ninety days; or 

     

    If
      an
      Event of Default described in clauses (a) through (h) of this
      Section 7.01 shall occur, then, and in each and every such case, so long as
      such Event of Default shall not have been remedied, the Master Servicer may,
      or
      at the direction of a majority of the Voting Rights the Master Servicer shall,
      by notice in writing to the Servicer related to such Event of Default (with
      a
      copy to each Rating Agency and the Derivative Counterparty), terminate all
      of
      the rights and obligations of the Servicer under this Agreement and in and
      to
      the Mortgage Loans and the proceeds thereof, other than its rights as a
      Certificateholder hereunder; provided,
      however,
      that
      the Master Servicer shall not be required to give written notice to the Servicer
      of the occurrence of an Event of Default described in clauses (b) through
      (h) of this Section 7.01 unless and until a Responsible Officer of the
      Master Servicer has actual knowledge of the occurrence of such an event;
provided further,
      that
      the Depositor shall give written notice to the Servicer and the Master Servicer
      of the occurrence of an Event of Default described in clause (h) of
      this Section 7.01 upon obtaining actual knowledge of the occurrence of such
      an event. In the event that a Responsible Officer of the Master Servicer has
      actual knowledge of the occurrence of an event of default described in
      clause (a) of this Section 7.01, the Master Servicer shall give
      written notice to the Servicer of the occurrence of such an event within one
      Business Day of the first day on which such Responsible Officer obtains actual
      knowledge of such occurrence. On and after the receipt by the Servicer of such
      written notice, all authority and power of the Servicer hereunder, whether
      with
      respect to the Mortgage Loans or otherwise, shall pass to and be vested in
      the
      Master Servicer. Subject to Section 7.02, the Master Servicer 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 or assignment of the Mortgage Loans and related documents, or
      otherwise. Unless expressly provided in such written notice, no such termination
      shall affect any obligation of the Servicer to pay amounts owed pursuant to
      Article VIII. The Servicer agrees to cooperate with the Master Servicer in
      effecting the termination of the Servicer’s responsibilities and rights
      hereunder, including, without limitation, the transfer to the Master Servicer
      of
      all cash amounts which shall at the time be credited to the Collection Account,
      or thereafter be received with respect to the Mortgage Loans.


    
      
        
        

      

      
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    Notwithstanding
      any termination of the activities of the Servicer hereunder, the Servicer shall
      be entitled to receive from the Trust Fund, prior to transfer of its servicing
      obligations hereunder, payment of all accrued and unpaid Servicing Fees and
      reimbursement for all outstanding P&I Advances and Servicing
      Advances.

     

    Section
      7.02 Master
      Servicer to Act; Appointment of Successor.
      On and after the time the Servicer receives a notice of termination pursuant
      to
      Section 3.25 or Section 7.01, the Master Servicer shall, subject to
      and to the extent provided in Section 3.05, and subject to the rights of
      the Master Servicer to appoint a successor servicer pursuant to this Section
      7.02, be the successor to the Servicer in its capacity as servicer under this
      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 and applicable law
      including the obligation to make P&I Advances and Servicing Advances,
      pursuant to Section 3.25 or Section 7.01. It is understood and
      acknowledged by the parties hereto that there will be a period of transition
      before the transfer of servicing obligations is fully effective. Notwithstanding
      the foregoing, the Master Servicer will have a period (not to exceed
      90 days) to complete the transfer of all servicing data and correct or
      manipulate such servicing data as may be required by the Master Servicer to
      correct any errors or insufficiencies in the servicing data or otherwise enable
      the Master Servicer to service the Mortgage Loans in accordance with Accepted
      Servicing Practices. As compensation therefor, the Master Servicer shall be
      entitled to all funds relating to the Mortgage Loans that the Servicer would
      have been entitled to charge to the Collection Account if the Servicer had
      continued to act hereunder including, if the Servicer was receiving the
      Servicing Fee, the Servicing Fee and the income on investments or gain related
      to the Collection Account which the Servicer would be entitled to receive.
      Notwithstanding the foregoing, if the Master Servicer has become the successor
      to the Servicer in accordance with Section 7.01, the Master Servicer may,
      if it shall be unwilling to so act, or shall, if it is prohibited by applicable
      law from making P&I Advances and Servicing Advances pursuant to
      Section 4.01, if it is otherwise unable to so act or at the written request
      of Certificateholders entitled to at least a majority of the Voting Rights,
      appoint, or petition a court of competent jurisdiction to appoint, any
      established mortgage loan servicing institution the appointment of which does
      not adversely affect the then current rating of the Certificates by each Rating
      Agency, as the successor to the Servicer hereunder in the assumption of all
      or
      any part of the responsibilities, duties or liabilities of the Servicer
      hereunder. Any successor to the Servicer shall make the covenant set forth
      in
      Section 6.02(b). Any successor to the Servicer shall be an institution
      which is willing to service the Mortgage Loans and which executes and delivers
      to the Depositor and the Master Servicer an agreement accepting such delegation
      and assignment, containing an assumption by such Person of the rights, powers,
      duties, responsibilities, obligations and liabilities of the Servicer (other
      than liabilities of the Servicer under Section 6.03 incurred prior to
      termination of the Servicer under Section 7.01), with like effect as if
      originally named as a party to this Agreement; provided,
      that
      each Rating Agency acknowledges that its rating of the Certificates in effect
      immediately prior to such assignment and delegation will not be qualified or
      reduced, as a result of such assignment and delegation. Pending appointment
      of a
      successor to the Servicer hereunder, the Master Servicer, unless the Master
      Servicer is prohibited by law from so acting, shall, subject to
      Section 3.05, act in such capacity as hereinabove provided. In connection
      with such appointment and assumption, the Master Servicer may make such
      arrangements for the compensation of such successor out of payments on Mortgage
      Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of the Servicing Fee Rate and amounts
      paid
      to the Servicer from investments. The Master Servicer and such successor
      servicer shall take such action, consistent with this Agreement, as shall be
      necessary to effectuate any such succession. Neither the Master Servicer nor
      any
      other successor to the Servicer shall be deemed to be in default hereunder
      by
      reason of any failure to make, or any delay in making, any distribution
      hereunder or any portion thereof or any failure to perform, or any delay in
      performing, any duties or responsibilities hereunder, in either case caused
      by
      the failure of the Servicer to deliver or provide, or any delay in delivering
      or
      providing, any cash, information, documents or records to it.


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, the parties hereto agree that the Master Servicer, in its
      capacity as successor servicer, immediately shall assume all of the obligations
      of the Servicer to make Advances and the Master Servicer will assume the other
      duties of the Servicer as soon as practicable, but in no event later than 90
      days after the Master Servicer becomes successor servicer pursuant to the
      preceding paragraph. Notwithstanding the foregoing, the Master Servicer, in
      its
      capacity as successor servicer, shall not be responsible for the lack of
      information and/or documents that it cannot obtain through reasonable
      efforts.

     

    In
      the
      event that the Servicer is terminated pursuant to Section 7.01, the
      terminated Servicer shall provide notices to the Mortgagors, transfer the
      Servicing Files to a successor servicer and pay all of its own out-of-pocket
      costs and expenses at its own expense. In addition, in the event that the
      Servicer is terminated pursuant to Section 7.01, the terminated Servicer
      shall pay all reasonable out-of-pocket costs and expenses of a servicing
      transfer incurred by parties other than the terminated Servicer promptly upon
      presentation of reasonable documentation of such costs. If the Master Servicer
      is the terminated Servicer (except in the case where the Master Servicer in
      its
      role as successor servicer is being terminated pursuant to Section 7.01 by
      reason of an Event of Default caused solely by the Master Servicer as the
      successor servicer and not by the predecessor Servicer’s actions or omissions),
      such costs shall be paid by the prior terminated Servicer promptly upon
      presentation of reasonable documentation of such costs. If the terminated
      Servicer defaults in its obligation to pay such costs and expenses, the same
      shall be paid by the successor servicer or the Master Servicer, in which case
      the successor servicer or the Master Servicer, as applicable, shall be entitled
      to reimbursement therefor from the Trust Fund.

     

    Any
      successor to the Servicer as servicer shall give notice to the Mortgagors of
      such change of servicer and shall, during the term of its service as servicer,
      maintain in force the policy or policies that the Servicer is required to
      maintain pursuant to Section 3.13.

     

    Section
      7.03 Notification
      to Certificateholders.
      (a)  Upon any termination of or appointment of a successor to the
      Servicer, the Securities Administrator shall give prompt written notice thereof
      to Certificateholders, each Rating Agency and the Derivative
      Counterparty.

     

    
      
        
        

      

      
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    (b) Within
      60 days after the occurrence of any Event of Default, the Securities
      Administrator shall transmit by mail to all Certificateholders, each Rating
      Agency and the Derivative Counterparty notice of each such Event of Default
      hereunder known to the Securities Administrator, unless such event shall have
      been cured or waived.

     

     

    ARTICLE
      VIII


     

    CONCERNING
      THE TRUSTEE

     

    Section
      8.01 Duties
      of the Trustee.
      The Trustee, before the occurrence of a Master Servicer Event of Default and
      after the curing of all Master Servicer Events of Default that may have
      occurred, shall undertake to perform such duties and only such duties as are
      specifically set forth in this Agreement. In case a Master Servicer Event of
      Default has occurred and remains uncured, the Trustee shall exercise such of
      the
      rights and powers vested in it by this Agreement, and use the same degree of
      care and skill in their exercise as a prudent person would exercise or use
      under
      the circumstances in the conduct of such person’s own affairs.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee that
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement. The Trustee shall not be responsible for the accuracy or
      content of any resolution, certificate, statement, opinion, report, document,
      order, or other instrument.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct.

     

    Unless
      an
      Event of Default known to the Trustee has occurred and is
      continuing:

     

    (a) the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for the
      performance of the duties and obligations specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee, and the Trustee may conclusively rely, as to the truth
      of
      the statements and the correctness of the opinions expressed therein, upon
      any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement which it believes in good faith to be genuine
      and
      to have been duly executed by the proper authorities respecting any matters
      arising hereunder;

     

    (b) the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it is finally
      proven that the Trustee was negligent in ascertaining the pertinent facts;
      and

     

    (c) the
      Trustee shall not be liable with respect to any action taken, suffered, or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of Certificates evidencing not less than 25.00% of the Voting Rights
      of
      Certificates relating to the time, method, and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any trust
      or
      power conferred upon the Trustee under this Agreement.


    
      
        
        

      

      
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    Section
      8.02 Certain
      Matters Affecting the Trustee.
      Except as otherwise provided in Section 8.01:

     

    (a) the
      Trustee may rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officer’s Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or parties and the
      Trustee shall have no responsibility to ascertain or confirm the genuineness
      of
      any signature of any such party or parties;

     

    (b) the
      Trustee may consult with counsel, financial advisers or accountants and the
      advice of any such counsel, financial advisers or accountants and any Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such advice or Opinion of Counsel;

     

    (c) the
      Trustee shall not be liable for any action taken, suffered or omitted by it
      in
      good faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

     

    (d) the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by the Holders of Certificates evidencing
      not less than 25.00% of the Voting Rights allocated to each Class of
      Certificates;

     

    (e) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, accountants, custodians,
      nominees or attorneys and the Trustee shall not be responsible for any
      misconduct or negligence on the part of any agents, accountants or attorneys
      appointed with due care by it hereunder;

     

    (f) the
      Trustee shall not be required to risk or expend its own funds or otherwise
      incur
      any financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers hereunder if it shall have reasonable
      grounds for believing that repayment of such funds or indemnity satisfactory
      to
      it against such risk or liability is not assured to it;

     

    (g) the
      Trustee shall not be liable for any loss on any investment of funds pursuant
      to
      this Agreement;

     

    (h) unless
      a
      Responsible Officer of the Trustee has actual knowledge of the occurrence of
      a
      Master Servicer Event of Default or an Event of Default, the Trustee shall
      not
      be deemed to have knowledge of a Master Servicer Event of Default or an Event
      of
      Default until a Responsible Officer of the Trustee shall have received written
      notice thereof;

     

    
      
        
        

      

      
        -112-

        
          

        

      

      
        
        

      

    

    (i) the
      Trustee shall be under no obligation to exercise any of the trusts, rights
      or
      powers vested in it by this Agreement or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      any of the Certificateholders, pursuant to this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security or
      indemnity satisfactory to the Trustee against the costs, expenses and
      liabilities which may be incurred therein or thereby; 

     

    (j) if
      the
      Trustee, in its role as successor master servicer under this Agreement, assumes
      the servicing or master servicing with respect to any of the Mortgage Loans,
      it
      shall not assume liability for the representations and warranties of the
      Servicer or Master Servicer, as applicable, or for any errors or omissions
      of
      the Servicer or Master Servicer, as applicable; 

     

    (k) the
      Trustee in its capacity as Custodian shall be entitled to the same rights,
      protections, immunities and indemnities extended to the Trustee
      hereunder.

     

    Section
      8.03 Trustee
      Not Liable for Certificates or Mortgage Loans.
      The recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor and the Trustee assumes no responsibility for their
      correctness. The Trustee makes no representations as to the validity or
      sufficiency of this Agreement, the Cap Agreement, the Swap Agreement, or of
      the
      Certificates or of any Mortgage Loan or related document. The Trustee shall
      not
      be accountable for the use or application by the Depositor, the Master Servicer,
      the Servicer, the Securities Administrator or the Derivative Counterparty of
      any
      funds paid to the Depositor, the Master Servicer, the Servicer, the Securities
      Administrator or the Derivative Counterparty in respect of the Mortgage Loans
      or
      deposited in or withdrawn from the Collection Account, the Distribution Account
      or any other fund or account with respect to the Certificates by the Depositor,
      the Master Servicer, the Servicer, the Securities Administrator or the
      Derivative Counterparty.

     

    The
      Trustee shall have no responsibility for filing or recording any financing
      or
      continuation statement in any public office at any time or to otherwise perfect
      or maintain the perfection of any security interest or lien granted to it
      hereunder.

     

    Section
      8.04 Trustee
      May Own Certificates.
      The Trustee in its individual or any other capacity may become the owner or
      pledgee of Certificates with the same rights as it would have if it were not
      the
      Trustee.

     

    Section
      8.05 Trustee’s
      Fees Indemnification and Expenses.
      (a) As compensation for its activities under this Agreement, the Trustee
      shall be paid its fee by the Master Servicer from the Master Servicer’s own
      funds pursuant to a separate agreement. The Trustee shall have no lien on the
      Trust Fund for the payment of such fees. 

     

    (b)  The
      Trustee shall be entitled to be reimbursed, from funds on deposit in the
      Distribution Account, amounts sufficient to indemnify and hold harmless the
      Trustee and any director, officer, employee, or agent of the Trustee against
      any
      loss, liability, or expense (including reasonable attorneys’ fees) incurred in
      connection with any claim or legal action relating to:

     

     

    
      
        
        

      

      
        -113-

        
          

        

      

      
        
        

      

    

     

    (i) this
      Agreement,

     

    (ii) the
      Certificates, or

      


    (iii) the
      performance of any of the Trustee’s duties under this Agreement,

     

    other
      than any loss, liability, or expense (i) resulting from any breach of the
      Servicer’s obligations in connection with this Agreement for which the Servicer
      has performed its obligation to indemnify the Trustee pursuant to
      Section 6.05, (ii) resulting from any breach of the Mortgage Loan
      Seller’s obligations in connection with this Agreement for which the Mortgage
      Loan Seller has performed its obligation to indemnify the Trustee pursuant
      to
      Section 2.03(h), (iii) resulting from any breach of the Master
      Servicer’s obligation hereunder for which the Master Servicer has performed its
      obligation to indemnify the Trustee pursuant to this Agreement or
      (iv) incurred because of willful misconduct, bad faith, or negligence in
      the performance of any of the Trustee’s duties under this Agreement. Without
      limiting the foregoing, except as otherwise agreed upon in writing by the
      Depositor and the Trustee, and except for any expense, disbursement, or advance
      arising from the Trustee’s negligence, bad faith, or willful misconduct, the
      Trust Fund shall pay or reimburse the Trustee for all reasonable expenses,
      disbursements, and advances incurred or made by the Trustee in accordance with
      this Agreement with respect to:

     

    (A) the
      reasonable compensation, expenses, and disbursements of its counsel not
      associated with the closing of the issuance of the Certificates,
      and

     

    (B) the
      reasonable compensation, expenses, and disbursements of any accountant,
      engineer, or appraiser that is not regularly employed by the Trustee, to the
      extent that the Trustee must engage them to perform services under this
      Agreement.

     

    The
      Trustee’s right to indemnity and reimbursement under this Section 8.05(b) shall
      survive the termination of this Agreement and the resignation or removal of
      the
      Trustee under this Agreement. 

     

    Except
      as
      otherwise provided in this Agreement or a separate letter agreement between
      the
      Trustee and the Depositor, the Trustee shall not be entitled to payment or
      reimbursement for any routine ongoing expenses incurred by the Trustee in the
      ordinary course of its duties as Trustee under this Agreement or for any other
      routine expenses incurred by the Trustee; provided,
      further,
      that no
      expense shall be reimbursed hereunder if it would not constitute an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC
      Provisions.

     

    Section
      8.06 Eligibility
      Requirements for the Trustee.
      The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws of a state or the United States of America,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000, subject to supervision or
      examination by federal or state authority and with a credit rating which would
      not cause any of the Rating Agencies to reduce their respective then current
      ratings of the Certificates (or having provided such security from time to
      time
      as is sufficient to avoid such reduction) as evidenced in writing by each Rating
      Agency. If such corporation or association publishes reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section 8.06 the combined capital and surplus of such corporation or
      association shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published. In case at any time the
      Trustee shall cease to be eligible in accordance with this Section 8.06,
      the Trustee shall resign immediately in the manner and with the effect specified
      in Section 8.07. The entity serving as Trustee may have normal banking and
      trust relationships with the Depositor and its affiliates, the Master Servicer,
      the Securities Administrator or the Servicer and its affiliates; provided,
      however,
      that
      such entity cannot be an affiliate of the Depositor or the Servicer other than
      the Trustee in its role as successor to the Master Servicer.


    
      
        
        

      

      
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    Section
      8.07 Resignation
      and Removal of the Trustee.
      The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice of resignation to the Depositor, the Master Servicer,
      the Securities Administrator and each Rating Agency not less than 60 days
      before the date specified in such notice, when, subject to Section 8.08,
      such resignation is to take effect and acceptance by a successor trustee in
      accordance with Section 8.08 meeting the qualifications set forth in
      Section 8.06. If no successor trustee meeting such qualifications shall
      have been so appointed and have accepted appointment within 30 days after
      the giving of such notice or resignation, the resigning Trustee may petition
      any
      court of competent jurisdiction for the appointment of a successor
      trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with Section 8.06
      and shall fail to resign after written request thereto by the Depositor, or
      if
      at any time the Trustee shall become incapable of acting, or shall be adjudged
      as bankrupt or insolvent, or a receiver of the Trustee or of its property shall
      be appointed, or any public officer shall take charge or control of the Trustee
      or of its property or affairs for the purpose of rehabilitation, conservation
      or
      liquidation, or a tax is imposed with respect to the Trust Fund by any state
      in
      which the Trustee or the Trust Fund is located and the imposition of such tax
      would be avoided by the appointment of a different trustee, then the Depositor
      or the Servicer may remove the Trustee and appoint a successor trustee by
      written instrument, in triplicate, one copy of which shall be delivered to
      the
      Trustee, one copy to the Servicer and one copy to the successor
      trustee.

     

    The
      Holders of Certificates entitled to at least a majority of the Voting Rights
      may
      at any time remove the Trustee and appoint a successor trustee by written
      instrument or instruments, in triplicate, signed by such Holders or their
      attorneys-in-fact duly authorized, one complete set of which shall be delivered
      by the successor Trustee to the Servicer, one complete set to the Trustee so
      removed and one complete set to the successor so appointed. The successor
      trustee shall notify each Rating Agency of any removal of the
      Trustee.

     

    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to this Section 8.07 shall become effective upon acceptance of
      appointment by the successor trustee as provided in
      Section 8.08.

     

    Section
      8.08 Successor
      Trustee.
      Any
      successor trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee and
      the
      Servicer an instrument accepting such appointment hereunder and thereupon the
      resignation or removal of the predecessor trustee shall become effective and
      such successor trustee, without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with like effect as if originally named as trustee
      herein. The Depositor, the Servicer and the predecessor trustee shall execute
      and deliver such instruments and do such other things as may reasonably be
      required for more fully and certainly vesting and confirming in the successor
      trustee all such rights, powers, duties, and obligations.


    
      
        
        

      

      
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    No
      successor trustee shall accept appointment as provided in this Section 8.08
      unless at the time of its acceptance, the successor trustee is eligible under
      Section 8.06 and its appointment does not adversely affect then the current
      rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this
      Section 8.08, the Depositor shall mail notice of the succession of such
      trustee hereunder to all Holders of Certificates. If the Depositor fails to
      mail
      such notice within 10 days after acceptance of appointment by the successor
      trustee, the successor trustee shall cause such notice to be mailed at the
      expense of the Depositor.

     

    Section
      8.09 Merger
      or Consolidation of the Trustee.
      Any
      corporation into which the Trustee 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 Trustee shall be a party, or any corporation
      succeeding to the business of the Trustee, shall be the successor of the Trustee
      hereunder; provided,
      that
      such corporation shall be eligible under Section 8.06 without the execution
      or filing of any paper or further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding.

     

    Section
      8.10 Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Fund or property securing any Mortgage Note may at the time be
      located, the Servicer and the Trustee acting jointly shall have the power and
      shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of the
      Trust Fund, and to vest in such Person or Persons, in such capacity and for
      the
      benefit of the Certificateholders, such title to the Trust Fund or any part
      thereof, whichever is applicable, and, subject to the other provisions of this
      Section 8.10, such powers, duties, obligations, rights and trusts as the
      Servicer and the Trustee may consider appropriate. If the Servicer shall not
      have joined in such appointment within 15 days after the receipt by it of a
      request to do so, or in the case an Event of Default shall have occurred and
      be
      continuing, the Trustee alone shall have the power to make such appointment.
      No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor trustee under Section 8.06 and no notice to
      Certificateholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 8.08.

     

    
      
        
        

      

      
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      Every
        separate trustee and co-trustee shall, to the extent permitted by law, be
        appointed and act subject to the following provisions and
        conditions:

       

      (a) To
        the
        extent necessary to effectuate the purposes of this Section 8.10, all
        rights, powers, duties and obligations conferred or imposed upon the Trustee,
        except for the obligation of the Trustee (as successor Master Servicer) under
        this Agreement to advance funds on behalf of the Master Servicer, shall be
        conferred or imposed upon and exercised or performed by the Trustee and such
        separate trustee or co-trustee jointly (it being understood that such separate
        trustee or co-trustee is not authorized to act separately without the Trustee
        joining in such act), except to the extent that under any law of any
        jurisdiction in which any particular act or acts are to be performed (whether
        as
        Trustee hereunder or as successor to the Master Servicer hereunder), the
        Trustee
        shall be incompetent or unqualified to perform such act or acts, in which
        event
        such rights, powers, duties and obligations (including the holding of title
        to
        the applicable Trust Fund or any portion thereof in any such jurisdiction)
        shall
        be exercised and performed singly by such separate trustee or co-trustee,
        but
        solely at the direction of the Trustee;

    

     

    (b) No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

     

    (c) The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee; and

     

    (d) The
      Trust
      Fund, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement and indemnification to any such separate trustee
      or
      co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the separate trustees and co-trustees, when and as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article VIII. Each separate trustee and co-trustee, upon its
      acceptance of the trusts conferred, shall be vested with the estates or property
      specified in its instrument of appointment, either jointly with the Trustee
      or
      separately, as may be provided therein, subject to all the provisions of this
      Agreement, specifically including every provision of this Agreement relating
      to
      the conduct of, affecting the liability of, or affording protection and
      indemnity to, the Trustee. Every such instrument shall be filed with the Trustee
      and a copy thereof given to the Master Servicer and the Depositor.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    Section
      8.11 Tax
      Matters.
      It is
      intended that the assets with respect to which any REMIC election pertaining
      to
      the Trust Fund is to be made, as set forth in the Preliminary Statement, shall
      constitute, and that the conduct of matters relating to such assets shall be
      such as to qualify such assets as, a “real estate mortgage investment conduit”
as defined in and in accordance with the REMIC Provisions. In furtherance of
      such intention, the Securities Administrator covenants and agrees that it shall
      act as agent (and the Securities Administrator is hereby appointed to act as
      agent) on behalf of each REMIC created hereunder and that in such capacity
      it
      shall:


    
      
        
        

      

      
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      (a) prepare
        and file in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
        (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the
        Internal Revenue Service), which return the Trustee shall sign upon receipt
        from
        the Securities Administrator, and the Securities Administrator shall prepare
        and
        file with the Internal Revenue Service and applicable state or local tax
        authorities income tax or information returns for each taxable year with
        respect
        to each REMIC hereunder containing such information and at the times and
        in the
        manner as may be required by the Code or state or local tax laws, regulations,
        or rules, and furnish to Certificateholders the schedules, statements or
        information at such times and in such manner as may be required
        thereby;

    

     

    (b) within
      thirty days of the Closing Date, apply for an employer identification
      number from the Internal Revenue Service via Form SS-4 or any other
      acceptable method for all tax entities and shall also furnish to the Internal
      Revenue Service, on Form 8811 or as otherwise may be required by the Code,
      the name, title, address, and telephone number of the person that the holders
      of
      the Certificates may contact for tax information relating thereto, together
      with
      such additional information as may be required by such Form, and update such
      information at the time or times in the manner required by the
      Code;

     

    (c) make
      an
      election that each REMIC created hereunder be treated as a REMIC on the federal
      tax return for its first taxable year (and, if necessary, under applicable
      state
      law);

     

    (d) prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculation of any original issue discount using the prepayment
      assumption (as described in the Prospectus Supplement);

     

    (e) provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is a Non-Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Non-Permitted Transferee,
      or a pass-through entity in which a Non-Permitted Transferee is the record
      holder of an interest (the reasonable cost of computing and furnishing such
      information may be charged to the Person liable for such tax);

     

    (f) to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of each REMIC created hereunder as a REMIC under the REMIC
      Provisions;

     


    
      
        
        

      

      
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      (g) not
        knowingly or intentionally take any action or omit to take any action that
        would
        cause the termination of the REMIC status of any of the REMICs created
        hereunder;

       

      (h) pay,
        from
        the sources specified in the last paragraph of this Section 8.11, the
        amount of any federal or state tax, including prohibited transaction taxes
        as
        described below, imposed on each REMIC created hereunder before its termination
        when and as the same shall be due and payable (but such obligation shall
        not
        prevent the Securities Administrator or any other appropriate Person from
        contesting any such tax in appropriate proceedings and shall not prevent
        the
        Securities Administrator from withholding payment of such tax, if permitted
        by
        law, pending the outcome of such proceedings);

    

     

    (i) cause
      federal, state or local income tax or information returns to be signed by the
      Securities Administrator or, if required by applicable tax law, the Trustee
      or
      such other person as may be required to sign such returns by the Code or state
      or local laws, regulations or rules; and

     

    (j) maintain
      records relating to each REMIC created hereunder, including the income,
      expenses, assets, and liabilities thereof on a calendar year basis and on the
      accrual method of accounting and the adjusted basis of the assets determined
      at
      such intervals as may be required by the Code, as may be necessary to prepare
      the foregoing returns, schedules, statements or information.

     

    The
      Holder of the largest Percentage Interest of the Class R Certificates shall
      act as Tax Matters Person for each REMIC created hereunder, within the meaning
      of Treasury Regulations Section 1.860F-4(d), and the Securities
      Administrator is hereby designated as agent of such Certificateholder for such
      purpose (or if the Securities Administrator is not so permitted, such Holder
      shall be the Tax Matters Person in accordance with the REMIC Provisions). In
      such capacity, the Securities Administrator shall, as and when necessary and
      appropriate, represent each REMIC created hereunder in any administrative or
      judicial proceedings relating to an examination or audit by any governmental
      taxing authority, request an administrative adjustment as to any taxable year
      of
      each REMIC created hereunder, enter into settlement agreements with any
      governmental taxing agency, extend any statute of limitations relating to any
      tax item of each REMIC created hereunder, and otherwise act on behalf of each
      REMIC in relation to any tax matter or controversy involving it.

     

    The
      Securities Administrator shall treat the beneficial owners of the Certificates
      (other than the Class P, Class X and Class R Certificates) as having entered
      into a notional principal contract with the beneficial owners of the Class
      X
      Certificates. Pursuant to each such notional principal contract, all beneficial
      owners of the LIBOR Certificates shall be treated as having agreed to pay,
      on
      each Distribution Date, to the beneficial owners of the Class X Certificates
      an
      aggregate amount equal to the excess, if any, of (i) the amount payable on
      such
      Distribution Date on the interest in the Upper Tier REMIC corresponding to
      such
      Class of Certificates over (ii) the amount payable on such Class of Certificates
      on such Distribution Date (such excess, a “Class I Shortfall”). A Class I
      Shortfall payable from interest collections shall be allocated to each Class
      of
      Certificates to the extent that interest accrued on such Class for the related
      Interest Accrual Period at the Interest Rate for a Class, computed by
      substituting “REMIC 2 Net Funds Cap” for “Group I Available Funds Cap,” “Group
      II Available Funds Cap,” or “Class M Available Funds Cap,” as applicable in the
      definition thereof, exceeds the amount of interest accrued for the related
      Interest Accrual Period based on the applicable Available Funds Cap, and a
      Class
      I Shortfall payable from principal collections shall be allocated to the most
      subordinate Class of Certificates with an outstanding principal balance to
      the
      extent of such balance. In addition, pursuant to such notional principal
      contract, the beneficial owner of the Class X Certificates shall be treated
      as
      having agreed to pay Basis Risk Carryover Amounts to the Owners of the LIBOR
      Certificates in accordance with the terms of this Agreement. Any
      payments to the Certificates in light of the foregoing shall not be payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1). However, any payment from the Certificates of a Class I
      Shortfall shall be treated for tax purposes as having been received by the
      beneficial
      owners
      of such
      Certificates in respect of their Interests in the Upper Tier REMIC and as having
      been paid by such beneficial
      owners
      to the
      Supplemental Interest Trust pursuant to the notional principal
      contract. Thus,
      each Certificate (other than a Class P and Class R Certificate) shall be treated
      as representing not only ownership of regular interests in the Upper Tier REMIC,
      but also ownership of an interest in (and obligations with respect to) a
      notional principal contract. For tax purposes, the notional principal contract
      shall be deemed to have a value in favor of the Certificates entitled to receive
      Basis Risk Carryover Amounts of $10,000 as of the Closing Date.


    
      
        
        

      

      
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    Notwithstanding
      the priority and sources of payments set forth in Article IV hereof or
      otherwise, the Securities Administrator shall account for all distributions
      on
      the Certificates as set forth in this Section 8.11. In no event shall any
      payments of Basis Risk Carryover Amounts provided for in this Section 8.11
      be
      treated as payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1). The
      Securities Administrator shall file or cause to be filed with the IRS together
      with Form 1041 or such other form as may be applicable and shall furnish or
      cause to be furnished, to the Class P Certificateholders, the Class X
      Certificateholders, the LIBOR Certificateholders, the respective amounts
      described above that are received, in the time or times and in the manner
      required by the Code.

     

    To
      enable
      the Securities Administrator to perform its duties under this Agreement, the
      Depositor shall provide to the Securities Administrator within ten days
      after the Closing Date all information or data that the Securities Administrator
      requests in writing and determines to be relevant for tax purposes to the
      valuations and offering prices of the Certificates, including the price, yield,
      prepayment assumption, and projected cash flows of the Certificates and the
      Mortgage Loans. Moreover, the Depositor shall provide information to the
      Securities Administrator concerning the value to each Class of Certificates
      of the right to receive Basis Risk Carryover Amounts from the Excess Reserve
      Fund Account. Unless otherwise advised by the Depositor, for federal income
      tax
      purposes, the Securities Administrator is hereby directed to assign a value
      of
      zero to the right of each Holder allocating the purchase price of an initial
      Offered Certificateholder between such right and the related Upper Tier Regular
      Interest. Thereafter, the Depositor shall provide to the Securities
      Administrator promptly upon written request therefor any additional information
      or data that the Securities Administrator may, from time to time, reasonably
      request to enable the Securities Administrator to perform its duties under
      this
      Agreement; provided,
      however,
      that
      the Depositor shall not be required to provide any information regarding the
      Mortgage Loans that the Servicer is required to provide to the Securities
      Administrator pursuant to this Agreement. The Depositor hereby indemnifies
      the
      Securities Administrator for any losses, liabilities, damages, claims, or
      expenses of the Securities Administrator arising from any errors or
      miscalculations of the Securities Administrator that result from any failure
      of
      the Depositor to provide, pursuant to this paragraph, accurate information
      or
      data to the Securities Administrator on a timely basis.

     


    
      
        
        

      

      
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      None
        of
        the Master Servicer, the Securities Administrator or the Trustee shall (i)
        permit the creation of any interests in any REMIC other than the regular
        and
        residual interests set forth in the Preliminary Statement, (ii) receive any
        amount representing a fee or other compensation for services (except as
        otherwise permitted by this Agreement or the related Mortgage Loan documents)
        or
        (iii) otherwise knowingly or intentionally take any action, cause the Trust
        Fund
        to take any action or fail to take (or fail to cause to be taken) any action
        reasonably within its control and the scope of duties more specifically set
        forth herein, that, under the REMIC Provisions, if taken or not taken, as
        the
        case may be, could (i) endanger the status of any REMIC as a REMIC or (ii)
        result in the imposition of a tax upon any REMIC or the Trust Fund (including
        but not limited to the tax on “prohibited transactions” as defined in Section
        860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
        in
        Section 860G(d) of the Code, or the tax on “net income from foreclosure
        property”) unless the Securities Administrator receives an Opinion of Counsel
        (at the expense of the party seeking to take such action or, if such party
        fails
        to pay such expense, and the Securities Administrator determines that taking
        such action is in the best interest of the Trust Fund and the
        Certificateholders, at the expense of the Trust Fund, but in no event at
        the
        expense of the Securities Administrator) to the effect that the contemplated
        action will not, with respect to the Trust Fund or any REMIC created hereunder,
        endanger such status or result in the imposition of such a
        tax).

    

     

    If
      any
      tax is imposed on “prohibited transactions” of a REMIC created hereunder as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of any Lower Tier REMIC as defined in Section 860G(c)
      of the Code, on any contribution to either of the Lower Tier REMIC or Upper
      Tier
      REMIC after the Startup Day pursuant to Section 860G(d) of the Code, or any
      other tax is imposed, including any minimum tax imposed on either REMIC pursuant
      to Sections 23153 and 24874 of the California Revenue and Taxation Code, if
      not paid as otherwise provided for herein, the tax shall be paid by (i) the
      Master Servicer, the Trustee, or the Securities Administrator, as applicable,
      if
      such tax arises out of or results from negligence of the Master Servicer, the
      Trustee or the Securities Administrator, as applicable, in the performance
      of
      any of its obligations under this Agreement, (ii) the Mortgage Loan Seller
      if
      such tax arises out of or results from the Mortgage Loan Seller’s obligation to
      repurchase a Mortgage Loan pursuant to Section 2.03, (iii) the Sponsor, if
      such
      tax arises out of or results from the Sponsor’s obligation to repurchase a
      Mortgage Loan pursuant to Section 2.03(k), (iv) the Servicer, in the case of
      any
      such minimum tax, and otherwise if such tax arises out of or results from a
      breach by the Servicer of any of its obligations under this Agreement, or
      (v) in all other cases, or if the Master Servicer, the Trustee, the
      Securities Administrator or the Servicer fails to honor its obligations under
      the preceding clause (i) or (ii), any such tax will be paid with
      amounts otherwise to be distributed to the Certificateholders, as provided
      in
      Section 4.02(a).

     

    Section
      8.12 Commission
      Reporting.
      (a) The
      Securities Administrator shall, in accordance with industry standards, prepare
      and file with the Commission, via EDGAR, the following reports in respect of
      the
      Trust as and to the extent required under the Exchange Act: 


    
      
        
        

      

      
        -121-

        
          

        

      

      
        
        

      

    


     

    
       

      (i) (A)
        Within 15 days after each Distribution Date (subject to permitted extensions
        under the Exchange Act), the Securities Administrator shall prepare and file
        on
        behalf of the Trust any Form 10-D required by the Exchange Act, in form and
        substance as required by the Exchange Act. The Securities Administrator shall
        file each Form 10-D with a copy of the related Monthly Statement attached
        thereto. Any disclosure in addition to the Monthly Statement that is required
        to
        be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be determined
        and prepared by and at the direction of the Depositor pursuant to the following
        paragraph and the Securities Administrator will have no duty or liability
        for
        any failure hereunder to determine or prepare any Additional Form 10-D
        Disclosure, except as set forth in the next paragraph. 

    

     

    (B)
      As
      set forth on Exhibit V hereto, within 5 calendar days after the related
      Distribution Date, (i) certain parties (as specified in Exhibit V hereto),
      shall
      be required to provide to the Securities Administrator and the Depositor, to
      the
      extent known, in EDGAR-compatible form, or in such other form as otherwise
      agreed upon by the Securities Administrator and such party, the form and
      substance of any Additional Form 10-D Disclosure, if applicable, and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
      Depositor shall be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


     

    (C)
      Upon
      request, after preparing any Form 10-D which contains any Additional Form 10-D
      Disclosure, the Securities Administrator shall forward electronically a draft
      copy of the Form 10-D to the Depositor and the Master Servicer for review.
      No
      later than 2 Business Days prior to the 15th
      calendar
      day after the related Distribution Date, a duly authorized officer of the
      Depositor shall sign the Form 10-D and return an electronic or fax copy of
      such
      signed Form 10-D (with an original executed hard copy to follow by overnight
      mail) to the Securities Administrator. If a Form 10-D cannot be filed on time
      or
      if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in paragraph (d) of this
      Section 8.12. Promptly (but no later than 1 Business Day) after filing with
      the
      Commission, the Securities Administrator will make available on its internet
      website (located ay www.ctslink.com) a final executed copy of each Form 10-D.
      The signing party at the Depositor can be contacted at the address set forth
      in
      Section 12.05 for notices to the Depositor. Each party to this Agreement
      acknowledges that the performance by the Securities Administrator of its duties
      under this Section 8.12(a)(i) related to the timely preparation and filing
      of
      Form 10-D is contingent, in part, upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Section
      8.12(a)(i). The Securities Administrator shall have no liability for any loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file such Form 10-D, where such failure results from
      the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct.

     


    
      
        
        

      

      
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      (ii) (A)
        On or
        before 90 days after the end of each fiscal year of the Trust or such earlier
        date as may be required by the Exchange Act (the “10-K
        Filing Deadline”)
        (it
        being understood that the fiscal year for the Trust Fund ends on December
        31st
        of each
        year), commencing in March 2007, the Securities Administrator shall prepare
        and
        file on behalf of the Trust a Form 10-K, in form and substance as required
        by
        the Exchange Act. Each such Form 10-K shall include the following items,
        in each
        case to the extent they have been delivered to the Securities Administrator
        within the applicable time frames set forth in this Agreement, (i) an annual
        compliance statement for the Servicer, each Additional Servicer (if any),
        the
        Master Servicer and the Securities Administrator (each, a “Reporting
        Servicer”)
        as
        described under Section 3.24(b), (ii)(A) the annual reports on assessment
        of
        compliance with Servicing Criteria for each Reporting Servicer, as described
        under Section 3.22, and (B) if each Reporting Servicer’s report on assessment of
        compliance with Servicing Criteria described under Section 3.22 identifies
        any
        material instance of noncompliance, disclosure identifying such instance
        of
        noncompliance, or if each Reporting Servicer’s report on assessment of
        compliance with Servicing Criteria described under Section 3.22 is not included
        as an exhibit to such Form 10-K, disclosure that such report is not included
        and
        an explanation why such report is not included, (iii)(A) the registered public
        accounting firm attestation report for each Reporting Servicer, as described
        under Section 3.23, and (B) if any registered public accounting firm attestation
        report described under Section 3.23 identifies any material instance of
        noncompliance, disclosure identifying such instance of noncompliance, or
        if any
        such registered public accounting firm attestation report is not included
        as an
        exhibit to such Form 10-K, disclosure that such report is not included and
        an
        explanation why such report is not included, and (iv) a Sarbanes-Oxley
        Certification as described in Section 3.24. Any disclosure or information
        in
        addition to (i) through (iv) above that is required to be included on Form
        10-K
        (“Additional
        Form 10-K Disclosure”)
        shall
        be determined and prepared by and at the direction of the Depositor pursuant
        to
        the following paragraph and the Securities Administrator will have no duty
        or
        liability for any failure hereunder to determine or prepare any Additional
        Form
        10-K Disclosure, except as set forth in the next paragraph. 

    

     

    (B)
      As
      set forth on Exhibit W hereto, no later than March 1st
      (with a
      5 calendar day cure period) of each year that the Trust Fund is subject to
      the
      Exchange Act reporting requirements, commencing in 2007, (i) certain parties
      hereto (as specified in Exhibit W) shall be required to provide to the
      Securities Administrator and the Depositor, to the extent known, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, and (ii) the Depositor will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
      will be responsible for any reasonable fees and expenses assessed or incurred
      by
      the Securities Administrator in connection with including any Additional Form
      10-K Disclosure on Form 10-K pursuant to this Section 8.12 (a) (ii)
      (B).

     


    
      
        
        

      

      
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      (C)
        Upon
        request, after preparing the Form 10-K, the Securities Administrator shall
        forward electronically a draft copy of the Form 10-K to the Master Servicer
        for
        review. No later than the close of business New York City time on the
        4th
        Business
        Day prior to the 10-K Filing Deadline, an authorized officer of the Depositor
        shall sign the Form 10-K and return an electronic or fax copy of such signed
        Form 10-K (with an original executed hard copy to follow by overnight mail)
        to
        the Securities Administrator. If a Form 10-K cannot be filed on time or if
        a
        previously filed Form 10-K needs to be amended, the Securities Administrator
        will follow the procedures set forth in paragraph (d) of this Section 8.12.
        Promptly (but no later than 1 Business Day) after filing with the Commission,
        the Securities Administrator will make available on its internet website
        a final
        executed copy of each Form 10-K. The signing party at the Depositor can be
        contacted at the address set forth in Section 12.05 for notices to the
        Depositor. The parties to this Agreement acknowledge that the performance
        by the
        Securities Administrator of its duties under this Section 8.12(a)(ii) related
        to
        the timely preparation and filing of Form 10-K is contingent, in part, upon
        such
        parties (and any Additional Servicer or Servicing Function Participant) strictly
        observing all applicable deadlines in the performance of their duties under
        this
        Section 8.12(a)(ii) and Sections 3.22, 3.23 and 3.24. The Securities
        Administrator shall have no liability for any loss, expense, damage, claim
        arising out of or with respect to any failure to properly prepare and/or
        timely
        file such Form 10-K, where such failure results from the Securities
        Administrator’s inability or failure to receive, on a timely basis, any
        information from any other party hereto needed to prepare, arrange for execution
        or file such Form 10-K, not resulting from its own negligence, bad faith
        or
        willful misconduct.

    

     

    (iii) (A)
      Within four (4) Business Days after the occurrence of an event requiring
      disclosure on Form 8-K (each such event, a “Reportable
      Event”),
      if
      directed by the Depositor and to the extent it receives the Form 8-K Disclosure
      Information described below, the Securities Administrator shall prepare and
      file
      on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act,
      provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be determined and prepared by and at the direction of the Depositor pursuant
      to
      the following paragraph and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in this Section
      8.12
      (a) (iii). 

     

    (B)
      As
      set forth on Exhibit X hereto, for so long as the Trust is subject to the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (i) certain
      parties hereto as set forth in Exhibit X shall be required to provide to the
      Securities Administrator, to the extent known, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Form 8-K Disclosure Information,
      if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph. 


    
      
        
        

      

      
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    (C)
      Upon
      request, after preparing the Form 8-K, the Securities Administrator shall
      forward electronically a draft copy of the Form 8-K to the Master Servicer
      for
      review. No later than Noon New York City time on the 4th
      Business
      Day after the Reportable Event, a duly authorized officer of the Depositor
      in
      charge of the master servicing function shall sign the Form 8-K and return
      an
      electronic or fax copy of such signed Form 8-K (with an original executed hard
      copy to follow by overnight mail) to the Securities Administrator. If a Form
      8-K
      cannot be filed on time or if a previously filed Form 8-K needs to be amended,
      the Securities Administrator will follow the procedures set forth in paragraph
      (d) of this Section 8.12. Promptly (but no later than 1 Business Day) after
      filing with the Commission, the Securities Administrator will make available
      on
      its internet website (located at www.ctslink.com) a final executed copy of
      each
      Form 8-K. The signing party at the Depositor can be contacted at the address
      specified in Section 12.05 for notices to the Master Servicer. The parties
      to
      this Agreement acknowledge that the performance by the Securities Administrator
      of its duties under this Section 8.12(d)(iii) related to the timely preparation
      and filing of Form 8-K is contingent, in part, upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 8.12(d)(iii). The Securities Administrator shall have no liability
      for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare and/or timely file such Form 8-K, where such failure results
      from the Securities Administrator’s inability or failure to receive, on a timely
      basis, any information from any other party hereto needed to prepare, arrange
      for execution or file such Form 8-K, not resulting from its own negligence,
      bad
      faith or willful misconduct.

    


    (b) The
      Depositor acknowledges and agrees that the Securities Administrator may include
      in any Exchange Act report all relevant information, data, and exhibits as
      the
      Securities Administrator may receive in connection with such report irrespective
      of any provision or Regulation AB that may permit the exclusion of such
      material. By the way of example, the Securities Administrator may file all
      assessments of compliance, attestation reports and compliance statements timely
      received from any Item 1122 Servicing Function Participant irrespective of
      any
      applicable minimum pool asset percentage requirement for disclosure related
      to
      such Servicing Function Participant.

    


    (c) The
      Depositor agrees to furnish promptly to the Securities Administrator, from
      time
      to time upon request, such additional information, data, reports, documents,
      and
      financial statements within the Depositor’s possession or control as the
      Securities Administrator reasonably requests as necessary or appropriate to
      prepare and file the foregoing reports. The Securities Administrator shall
      make
      available to the Depositor copies of all Exchange Act reports filed
      hereunder.


    
      
        
        

      

      
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      (d)
        (i) On
        or
        before January 30th
        of the
        first year in which the Securities Administrator is able to do so under
        applicable law, the Securities Administrator shall prepare and file a Form
        15
        relating to the automatic suspension of reporting in respect of the Trust
        under
        the Exchange Act. 



    (ii)
      In
      the event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify the Depositor. In the case of Form 10-D and 10-K, the parties
      to
      this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-DA
      and
      10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
      of
      Form 8-K, the Securities Administrator will, upon receipt of all required Form
      8-K Disclosure Information and upon the approval and direction of the Depositor,
      include such disclosure information on the next Form 10-D. In the event that
      any
      previously filed Form 8-K, 10-D (to the extent such amendment is a reportable
      event) or 10-K needs to be amended, the Securities Administrator will notify
      the
      Depositor and such other parties to this Agreement that are affected by this
      amendment and such parties will cooperate to prepare any necessary 8-KA, 10-DA
      or 10-KA. Any Form 15, From 12b-25 or any amendment to Form 8-K, 10-D or 10-K
      shall be signed by a duly authorized officer of the Depositor in charge of
      the
      master servicing function. The parties to this Agreement acknowledge that the
      performance by the Securities Administrator of its duties under this Section
      8.12(d) related to the timely preparation and filing of Form 15, a Form 12b-25
      or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Section. The Securities Administrator shall
      have no liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file any such Form
      15,
      Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure
      results from the Securities Administrator’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence,
      bad faith or willful misconduct. The Depositor shall be responsible for all
      costs and expenses of the Securities Administrator related to the preparation
      and filing of any such amendment. Notwithstanding the foregoing, if any Form
      10-D needs to be amended solely to change the information contained in the
      Monthly Statement, the Securities Administrator shall not be required to notify
      the Depositor of such amendment.

    


    (e) Other
      than the Exchange Act reports specified above, the Securities Administrator
      shall have no responsibility to file any items or reports with the Commission
      under the Exchange Act or otherwise; provided,
      however,
      the
      Securities Administrator and Master Servicer will cooperate with the Depositor
      in connection with any additional filings with respect to the Trust as the
      Depositor deems necessary under the Exchange Act.

     

    (f) The
      Depositor shall pay all costs and expenses of the Securities Administrator
      related to the preparation and filing of any Current Report on Form 8-K, any
      Distribution Report on Form 10-D (other than the costs and expense of the
      Securities Administrator associated with the preparation and filing of the
      Monthly Statement), or any amendment to any Exchange Act report. Except as
      otherwise provided herein, all expenses incurred by the Securities Administrator
      in connection with its preparation and filing of Exchange Act reports hereunder
      shall not be reimbursable from the Trust.

    



    
      
        
        

      

      
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      (g) Any
        notice required under Section 8.12 may be given by facsimile or by electronic
        mail.

       

      Section
        8.13 Tax
        Classification of the Excess Reserve Fund Account and the Supplemental Interest
        Trust.
        For
        federal income tax purposes, the Securities Administrator shall treat the
        Excess
        Reserve Fund Account and the Supplemental Interest Trust as beneficially
        owned
        by the holders of the Class X Certificates and shall treat such portion of
        the Trust Fund as a grantor trust, within the meaning of subpart E,
        Part I of subchapter J of the Code. The Securities Administrator shall
        treat the rights that each Class of LIBOR Certificates has to receive
        payments of Basis Risk Carryover Amounts from the Excess Reserve Fund Account
        as
        rights to receive payments under a notional principal contract written by
        the
        Class X Certificateholders in favor of each such Class and
        beneficially owned by each such Class through the grantor trust.
        Accordingly, each Class of Certificates (excluding the Class X,
        Class P and Class R Certificates) will be comprised of two components
        - an Upper Tier REMIC Regular Interest and an interest in a notional principal
        contract, and the Class X Certificates will be comprised of two components
        - an Upper Tier REMIC Regular Interest and an interest in the Excess Reserve
        Fund Account, subject to obligation to pay Basis Risk Carryover Amounts.
        The
        Securities Administrator shall allocate the issue price for a Class of
        Certificates among the respective components for purposes of determining
        the
        issue price of the Upper Tier REMIC Regular Interest component based on
        information received from the Depositor.



     

    ARTICLE
      IX

     

    ADMINISTRATION
      OF THE MORTGAGE LOANS

    BY
      THE MASTER SERVICER

     

    Section
      9.01 Duties
      of the Master Servicer; Enforcement of Servicer Obligations. (a) 
      The Master Servicer, on behalf of the Trustee, the Securities Administrator,
      the
      Depositor and the Certificateholders, shall monitor the performance of the
      obligations of the Servicer under this Agreement, and (except as set forth
      below) shall use its reasonable good faith efforts to cause the Servicer to
      duly
      and punctually perform its duties and obligations hereunder. Upon the occurrence
      of an Event of Default of which a Responsible Officer of the Master Servicer
      has
      actual knowledge, the Master Servicer shall promptly notify the Securities
      Administrator and the Trustee and shall specify in such notice the action,
      if
      any, the Master Servicer plans to take in respect of such default. So long
      as an
      Event of Default shall occur and be continuing, the Master Servicer shall take
      the actions specified in Article VII. 

     

    If
      (i) the Servicer reports a delinquency on a monthly report and
      (ii) the Servicer, by 11 a.m. (New York Time) on the related
      Remittance Date, neither makes an Advance nor provides the Securities
      Administrator and the Master Servicer with an Officer’s Certificate certifying
      that such an Advance would be a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, then the Master Servicer shall deposit in the Distribution
      Account not later than the Business Day immediately preceding the related
      Distribution Date an Advance in an amount equal to the difference between
      (x) with respect to each Monthly Payment due on a Mortgage Loan that is
      delinquent (other than Relief Act Interest Shortfalls) and for which the
      Servicer was required to make an Advance pursuant to this Agreement and
      (y) amounts deposited in the Collection Account to be used for Advances
      with respect to such Mortgage Loan, except to the extent the Master Servicer
      determines any such Advance to be a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance. Subject to the foregoing and
      Section 7.02, the Master Servicer shall continue to make such Advances for
      so long as the Servicer is required to do so under this Agreement. If
      applicable, on the Business Day immediately preceding the Distribution Date,
      the
      Master Servicer shall deliver an Officer’s Certificate to the Trustee stating
      that the Master Servicer elects not to make an Advance in a stated amount and
      detailing the reason(s) it deems the Advance to be a Nonrecoverable P&I
      Advance or Nonrecoverable Servicing Advance. Any amounts deposited by the Master
      Servicer pursuant to this Section 9.01 shall be net of the Servicing Fee
      for the related Mortgage Loans.


    
      
        
        

      

      
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    (b) The
      Master Servicer shall pay the costs of monitoring the Servicer as required
      hereunder (including costs associated with (i) termination of the Servicer,
      (ii) the appointment of a successor servicer or (iii) the transfer to
      and assumption of, the servicing by the Master Servicer) and shall, to the
      extent permitted hereunder, seek reimbursement therefor initially from the
      terminated Servicer. In the event the full costs associated with the transition
      of servicing responsibilities to the Master Servicer are not paid for by the
      predecessor or successor servicer (provided such successor servicer is not
      the
      Master Servicer), the Master Servicer may be reimbursed therefor by the Trust
      for all costs incurred by the Master Servicer associated with any such transfer
      of servicing duties from the Servicer to the Master Servicer or any other
      successor servicer.

     

    (c) If
      the
      Master Servicer assumes the servicing with respect to any of the Mortgage Loans,
      it will not assume liability for the representations and warranties of the
      Servicer it replaces or for any errors or omissions of the
      Servicer.

     

    (d) Neither
      the Depositor nor the Securities Administrator shall consent to the assignment
      by the Servicer of the Servicer’s rights and obligations under this Agreement
      without the prior written consent of the Master Servicer, which consent shall
      not be unreasonably withheld.

     

    Section
      9.02 Assessment,
      Attestation Annual Statement as to Compliance of the Master
      Servicer.
      The
      Master Servicer will deliver or cause to be delivered to the Depositor and
      the
      Securities Administrator, on or before March 15th
      of each
      calendar year, commencing in 2007, the assessment of compliance, attestation
      report and annual statement of compliance required of a Servicing Function
      Participant under Item 1122 of Regulation AB.

     

    Section
      9.03  [Reserved].
      

     

    Section
      9.04 Maintenance
      of Fidelity Bond and Errors and Omissions Insurance. The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, directors, employees and other Persons
      acting on such Master Servicer’s behalf, and covering errors and omissions in
      the performance of the Master Servicer’s obligations hereunder. The errors and
      omissions insurance policy and the fidelity bond shall be in such form and
      amount generally acceptable for entities serving as master servicers or
      trustees. 

     


    
      
        
        

      

      
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      Section
        9.05 Representations
        and Warranties of the Master Servicer.
        (a) The
        Master Servicer hereby represents and warrants to the Depositor, the Securities
        Administrator and the Trustee, for the benefit of the Certificateholders,
        as of
        the Closing Date that:

       

      (i) it
        is a
        national banking association validly existing and in good standing under
        the
        laws of the United States of America, and as Master Servicer has full power
        and
        authority to transact any and all business contemplated by this Agreement
        and to
        execute, deliver and comply with its obligations under the terms of this
        Agreement, the execution, delivery and performance of which have been duly
        authorized by all necessary corporate action on the part of the Master
        Servicer;

    

    


    (ii) the
      execution and delivery of this Agreement by the Master Servicer and its
      performance and compliance with the terms of this Agreement will not
      (A) violate the Master Servicer’s charter or bylaws, (B) violate any
      law or regulation or any administrative decree or order to which it is subject
      or (C) constitute a default (or an event which, with notice or lapse of
      time, or both, would constitute a default) under, or result in the breach of,
      any material contract, agreement or other instrument to which the Master
      Servicer is a party or by which it is bound or to which any of its assets are
      subject, which violation, default or breach would materially and adversely
      affect the Master Servicer’s ability to perform its obligations under this
      Agreement;

     

    (iii) this
      Agreement constitutes, assuming due authorization, execution and delivery hereof
      by the other respective parties hereto, a legal, valid and binding obligation
      of
      the Master Servicer, enforceable against it in accordance with the terms hereof,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws affecting the enforcement of
      creditors’ rights in general, and by general equity principles (regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law);

     

    (iv) the
      Master Servicer is not in default with respect to any order or decree of any
      court or any order or regulation of any federal, state, municipal or
      governmental agency to the extent that any such default would materially and
      adversely affect its performance hereunder;

     

    (v) the
      Master Servicer is not a party to or bound by any agreement or instrument or
      subject to any charter provision, bylaw or any other corporate restriction
      or
      any judgment, order, writ, injunction, decree, law or regulation that may
      materially and adversely affect its ability as Master Servicer to perform its
      obligations under this Agreement or that requires the consent of any third
      person to the execution of this Agreement or the performance by the Master
      Servicer of its obligations under this Agreement;

     


    
      
        
        

      

      
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      (vi) no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

       

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

       

      (viii) the
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Master Servicer.

    

     

    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section shall survive the execution and delivery of this Agreement. The Master
      Servicer shall indemnify the Depositor, the Servicer, Securities Administrator,
      the Trustee and the Trust and hold them harmless against any loss, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments, and other reasonable costs and expenses resulting from any claim,
      demand, defense or assertion based on or grounded upon, or resulting from,
      a
      material breach of the Master Servicer’s representations and warranties
      contained in Section 9.05(a) above. It is understood and agreed that the
      enforcement of the obligation of the Master Servicer set forth in this
      Section 9.05 to indemnify the Depositor, the Servicer, Securities
      Administrator, the Trustee and the Trust constitutes the sole remedy of the
      Depositor and the Trustee, respecting a breach of the foregoing representations
      and warranties. Such indemnification shall survive any termination of the Master
      Servicer as Master Servicer hereunder, any termination of this Agreement and
      resignation or removal of the Trustee.

     

    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by either the Depositor, the Master Servicer,
      Securities Administrator or the Trustee or notice thereof by any one of such
      parties to the other parties.

     

    Section
      9.06 Master
      Servicer Events of Default.
      Each of
      the following shall constitute a “Master
      Servicer Event of Default”:

     

    (a) any
      failure by the Master Servicer to deposit in the Distribution Account any
      payment received by it from the Servicer to make any P&I Advance or required
      to be made by the Master Servicer under the terms of this Agreement which
      continues unremedied for a period of two (2) Business Days after the date
      upon which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Master Servicer by any other party
      hereto;

     

    (b) failure
      by the Master Servicer to duly observe or perform, in any material respect,
      any
      other covenants, obligations or agreements of the Master Servicer as set forth
      in this Agreement which failure continues unremedied for a period of thirty
      (30) days after the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Master Servicer by the
      Trustee or to the Master Servicer and Trustee by the holders of Certificates
      evidencing at least 25.00% of the Voting Rights;

     


    
      
        
        

      

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

       

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

    

     

    (e) the
      Master Servicer shall admit in writing its inability to pay its debts 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 for three (3) Business
      Days;

     

    (f) Except
      as
      otherwise set forth herein, the Master Servicer attempts to assign this
      Agreement or its responsibilities hereunder or to delegate its duties hereunder
      (or any portion thereof) without the consent of the Securities Administrator
      and
      the Depositor; 

     

    (g) the
      indictment of the Master Servicer for the taking of any action by the Master
      Servicer, any Affiliate or any director or employee thereof that constitutes
      fraud or criminal activity in the performance of its obligations under this
      Agreement, in each case, where such indictment materially and adversely affects
      the ability of the Master Servicer to perform its obligations under this
      Agreement (subject to the condition that such indictment is not dismissed within
      ninety (90) days); or

     

    (h) failure
      of the Master Servicer to timely provide the Depositor with the Assessment,
      Attestation and Annual Statement of Compliance required by Item 1122 of
      Regulation AB in accordance with Section 9. 02.

     

    In
      each
      and every such case, so long as a Master Servicer Event of Default shall not
      have been remedied, in addition to whatever rights the Trustee may have at
      law
      or equity to damages, including injunctive relief and specific performance,
      the
      Trustee, by notice in writing to the Master Servicer, may, and upon the request
      of the Holders of Certificates representing at least 51.00% of the Voting Rights
      shall, terminate with cause all the rights and obligations of the Master
      Servicer under this Agreement.

     

    Upon
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, shall pass to and be vested in
      any
      successor master servicer appointed hereunder which accepts such appointments.
      Upon written request from the Trustee or the Depositor, the Master Servicer
      shall prepare, execute and deliver to the successor entity designated by the
      Trustee any and all documents and other instruments related to the performance
      of its duties hereunder as the Master Servicer and, place in such successor’s
      possession all such documents with respect to the master servicing of the
      Mortgage Loans and do or cause to be done all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, at the Master
      Servicer’s sole expense. The Master Servicer shall cooperate with the Trustee
      and such successor master servicer in effecting the termination of the Master
      Servicer’s responsibilities and rights hereunder, including without limitation,
      the transfer to such successor master servicer for administration by it of
      all
      cash amounts which shall at the time be credited to the Distribution Account
      or
      are thereafter received with respect to the Mortgage Loans.

     


    
      
        
        

      

      
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      Section
        9.07 Waiver
        of Default. By
        a
        written notice, the Trustee may at the direction of Holders of Certificates
        evidencing at least 51.00% of the Voting Rights waive any default by the
        Master
        Servicer in the performance of its obligations hereunder and its consequences.
        Upon any waiver of a past default, such default shall cease to exist, and
        any
        Master Servicer Event of Default arising therefrom shall be deemed to have
        been
        remedied for every purpose of this Agreement. No such waiver shall extend
        to any
        subsequent or other default or impair any right consequent thereon except
        to the
        extent expressly so waived.

    

     

    Section
      9.08 Successor
      to the Master Servicer. Upon
      termination of the Master Servicer’s responsibilities and duties under this
      Agreement, the Trustee shall appoint a successor, which shall succeed to all
      rights and assume all of the responsibilities, duties and liabilities of the
      Master Servicer under this Agreement prior to the termination of the Master
      Servicer. Any successor shall be a Fannie Mae and Freddie Mac approved servicer
      in good standing and acceptable to the Depositor and the Rating Agencies. In
      connection with such appointment and assumption, the Trustee may make such
      arrangements for the compensation of such successor out of payments on Mortgage
      Loans as it and such successor shall agree; provided,
      however,
      that in
      no event shall the master servicing fee paid to such successor master servicer
      exceed that paid to the Master Servicer hereunder. In the event that the Master
      Servicer’s duties, responsibilities and liabilities under this Agreement are
      terminated, the Master Servicer shall continue to discharge its duties and
      responsibilities hereunder until the effective date of such termination with
      the
      same degree of diligence and prudence which it is obligated to exercise under
      this Agreement and shall take no action whatsoever that might impair or
      prejudice the rights of its successor. The termination of the Master Servicer
      shall not become effective until a successor shall be appointed pursuant hereto
      and shall in no event (i) relieve the Master Servicer of responsibility for
      the representations and warranties made pursuant to Section 9.05(a) hereof
      and the remedies available to the Trustee under Section 9.05(b) hereof, it
      being understood and agreed that the provisions of Section 9.05 hereof
      shall be applicable to the Master Servicer notwithstanding any such sale,
      assignment, resignation or termination of the Master Servicer or the termination
      of this Agreement; or (ii) affect the right of the Master Servicer to
      receive payment and/or reimbursement of any amounts accruing to it hereunder
      prior to the date of termination (or during any transition period in which
      the
      Master Servicer continues to perform its duties hereunder prior to the date
      the
      successor master servicer fully assumes its duties).

     

    If
      no
      successor Master Servicer has accepted its appointment within 90 days of
      the time the Trustee receives the resignation of the Master Servicer, the
      Trustee shall be the successor Master Servicer in all respects under this
      Agreement and shall have all the rights and powers and be subject to all the
      responsibilities, duties and liabilities relating thereto, including the
      obligation to make Advances; provided,
      however,
      that
      any failure to perform any duties or responsibilities caused by the Master
      Servicer’s failure to provide information required by this Agreement shall not
      be considered a default by the Trustee hereunder. In the Trustee’s capacity as
      such successor, the Trustee shall have the same limitations on liability herein
      granted to the Master Servicer. Notwithstanding anything herein to the contrary,
      the Trustee in its role as successor Master Servicer shall have no obligation
      to
      monitor or supervise the Servicer, shall only have the obligation to make
      Advances if it terminates the Servicer pursuant to Section 7.01 (in its role
      as
      successor Master Servicer), and shall make such Advances only pursuant to
      Section 7.02. As compensation therefor, the Trustee shall be entitled to receive
      the compensation, reimbursement and indemnities otherwise payable to the Master
      Servicer, including the fees and other amounts payable pursuant to
      Section 9.09 hereof. 

     


    
      
        
        

      

      
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      Any
        successor master servicer appointed as provided herein, shall execute,
        acknowledge and deliver to the Master Servicer and to the Trustee an instrument
        accepting such appointment, wherein the successor shall make the representations
        and warranties set forth in Section 9.05 hereof, and whereupon such
        successor shall become fully vested with all of the rights, powers, duties,
        responsibilities, obligations and liabilities of the Master Servicer, with
        like
        effect as if originally named as a party to this Agreement. Any termination
        or
        resignation of the Master Servicer or termination of this Agreement shall
        not
        affect any claims that the Trustee may have against the Master Servicer arising
        out of the Master Servicer’s actions or failure to act prior to any such
        termination or resignation or in connection with the Trustee’s assumption of
        such obligations, duties and responsibilities. 

    

     

    Upon
      a
      successor’s acceptance of appointment as such, the Master Servicer shall notify
      by mail the Trustee of such appointment.

     

    Section
      9.09 Compensation
      of the Master Servicer. As
      compensation for its activities under this Agreement, the Master Servicer shall
      be paid the Master Servicing Fee.

     

    Section
      9.10 Merger
      or Consolidation. Any
      Person into which the Master Servicer may be merged or consolidated, or any
      Person resulting from any merger, conversion, other change in form or
      consolidation to which the Master Servicer shall be a party, or any Person
      succeeding to the business of the Master Servicer, shall be the successor to
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding; provided,
      however,
      that
      the successor or resulting Person to the Master Servicer shall (i) be a
      Person (or have an Affiliate) that is qualified and approved to service mortgage
      loans for Fannie Mae and Freddie Mac (provided further
      that a
      successor Master Servicer that satisfies subclause (i) through an
      Affiliate agrees to service the Mortgage Loans in accordance with all applicable
      Fannie Mae and Freddie Mac guidelines) and (ii) have a net worth of not
      less than $25,000,000.

     

    Section
      9.11 Resignation
      of the Master Servicer. Except
      as
      otherwise provided in Sections 9.08 and 9.10 hereof, the Master Servicer
      shall not resign from the obligations and duties hereby imposed on it unless
      the
      Master Servicer’s 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 and cannot be cured. Any such determination
      permitting the resignation of the Master Servicer shall be evidenced by an
      Opinion of Counsel that shall be independent to such effect delivered to the
      Trustee. No such resignation shall become effective until the Trustee shall
      have
      assumed, or a successor master servicer satisfactory to the Trustee and the
      Depositor shall have assumed, the Master Servicer’s responsibilities and
      obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the Trustee.

     


    
      
        
        

      

      
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      If
        at any
        time, Wells Fargo, as Master Servicer, resigns under this Section 9.11, or
        is removed as Master Servicer pursuant to Section 9.06, then at such time
        Wells Fargo shall also resign (and shall be entitled to resign) as Securities
        Administrator under this Agreement.

       

      Section
        9.12 Assignment
        or Delegation of Duties by the Master Servicer. Except
        as
        expressly provided herein, the Master Servicer shall not assign or transfer
        any
        of its rights, benefits or privileges hereunder to any other Person, or delegate
        to or subcontract with, or authorize or appoint any other Person to perform
        any
        of the duties, covenants or obligations to be performed by the Master Servicer;
        provided,
        however,
        that
        the Master Servicer shall have the right with the prior written consent of
        the
        Depositor (which shall not be unreasonably withheld or delayed), and upon
        delivery to the Trustee and the Depositor of a letter from each Rating Agency
        to
        the effect that such action shall not result in a downgrade of the ratings
        assigned to any of the Certificates, to delegate or assign to or subcontract
        with or authorize or appoint any qualified Person to perform and carry out
        any
        duties, covenants or obligations to be performed and carried out by the Master
        Servicer hereunder. Notice of such permitted assignment shall be given promptly
        by the Master Servicer to the Depositor and the Trustee. If, pursuant to
        any
        provision hereof, the duties of the Master Servicer are transferred to a
        successor master servicer, the entire compensation payable to the Master
        Servicer pursuant hereto shall thereafter be payable to such successor master
        servicer but in no event shall the fee payable to the successor master servicer
        exceed that payable to the predecessor master servicer.

    

     

    Section
      9.13 Limitation
      on Liability of the Master Servicer. Neither
      the Master Servicer nor any of the directors, officers, employees or agents
      of
      the Master Servicer shall be under any liability to the Trustee or the
      Certificateholders for any action taken or for refraining from the taking of
      any
      action in good faith pursuant to this Agreement, or for errors in judgment;
      provided,
      however,
      that
      this provision shall not protect the Master Servicer or any such person against
      any liability that would otherwise be imposed by reason of willful malfeasance,
      bad faith or negligence in the performance of its duties or by reason of
      reckless disregard for its obligations and duties under this Agreement. The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer may rely in good faith on any document prima facie properly executed
      and submitted by any Person respecting any matters arising hereunder. The Master
      Servicer shall be under no obligation to appear in, prosecute or defend any
      legal action that is not incidental to its duties as Master Servicer with
      respect to the Mortgage Loans under this Agreement and that in its opinion
      may
      involve it in any expenses or liability; provided,
      however,
      that
      the Master Servicer may in its sole discretion undertake any such action that
      it
      may deem necessary or desirable in respect to this Agreement and the rights
      and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom, shall be liabilities of the Trust, and the Master
      Servicer shall be entitled to be reimbursed therefor out of the Distribution
      Account in accordance with the provisions of Section 9.09 and
      Section 9.14.


    
      
        
        

      

      
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      The
        Master Servicer shall not be liable under this Agreement for any acts or
        omissions of the Servicer except to the extent that damages or expenses are
        incurred as a result of such act or omissions and such damages and expenses
        would not have been incurred but for the negligence, willful malfeasance,
        bad
        faith or recklessness of the Master Servicer in supervising, monitoring and
        overseeing the performance of the obligations of the Servicer as required
        under
        this Agreement. 

       

      Section
        9.14 Indemnification;
        Third Party Claims. The
        Master Servicer agrees to indemnify the Depositor, the Servicer, Securities
        Administrator, the Trustee, and the Trust and hold them harmless against
        any and
        all claims, losses, penalties, fines, forfeitures, legal fees and related
        costs,
        judgments, and any other costs, liability, fees and expenses that the Depositor,
        the Securities Administrator, the Trustee or the Trust may sustain as a result
        of the Master Servicer’s (a) willful malfeasance, bad faith or negligence in the
        performance of its duties hereunder, (b) reckless disregard for its obligations
        and duties under this Agreement or (c) failure to provide the assessment,
        attestation and annual statement of compliance in accordance with Section
        9.02.
        The Depositor, the Servicer, the Securities Administrator and the Trustee
        shall
        immediately notify the Master Servicer if a claim is made by a third party
        with
        respect to this Agreement or the Mortgage Loans which would entitle the
        Depositor, the Servicer, the Securities Administrator, the Trustee or the
        Trust
        to indemnification under this Section 9.14, whereupon the Master Servicer
        shall assume the defense of any such claim and pay all expenses in connection
        therewith, including counsel fees, and promptly pay, discharge and satisfy
        any
        judgment or decree which may be entered against it or them in respect of
        such
        claim.

    

     

    The
      Master Servicer agrees to indemnify and hold harmless the Trustee from and
      against any and all claims, losses, penalties, fines, forfeitures, legal fees
      and related costs, judgments, and any other costs, liability, fees and expenses
      (including reasonable attorneys’ fees) that the Trustee may sustain as a result
      of such liability or obligations of the Master Servicer and in connection with
      the Trustee’s assumption (not including the Trustee’s performance, except to the
      extent that costs or liability of the Trustee are created or increased as a
      result of negligent or wrongful acts or omissions of the Master Servicer prior
      to its replacement as Master Servicer) of the Master Servicer’s obligations,
      duties or responsibilities under such agreement.

     

    The
      Trust
      will indemnify the Master Servicer and hold it harmless against any and all
      claims, losses, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and any other costs, liabilities, fees and expenses that the Master
      Servicer may incur or sustain in connection with, arising out of or related
      to
      this Agreement or the Certificates, except to the extent that any such loss,
      liability or expense is related to (i) a material breach of the Master
      Servicer’s representations and warranties in this Agreement, (ii) the
      Master Servicer’s willful malfeasance, bad faith or negligence or by reason of
      its reckless disregard of its duties and obligations under this Agreement or
      (iii) failure to provide the assessment, attestation and annual statement of
      compliance in accordance with Section 9.02; provided that any such loss,
      liability or expense constitutes an “unanticipated expense incurred by the
      REMIC” within the meaning of Treasury Regulations
      Section 1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to
      reimbursement for any such indemnified amount from funds on deposit in the
      Distribution Account.

     


    
      
        
        

      

      
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      ARTICLE
        X

       

      CONCERNING
        THE SECURITIES ADMINISTRATOR

       

      Section
        10.01 Duties
        of Securities Administrator. The
        Securities Administrator shall undertake to perform such duties and only
        such
        duties as are specifically set forth in this Agreement.

       

      The
        Securities Administrator, upon receipt of all resolutions, certificates,
        statements, opinions, reports, documents, orders or other instruments furnished
        to the Securities Administrator that are specifically required to be furnished
        pursuant to any provision of this Agreement shall examine them to determine
        whether they are in the form required by this Agreement; provided,
        however,
        that
        the Securities Administrator shall not be responsible for the accuracy or
        content of any such resolution, certificate, statement, opinion, report,
        document, order or other instrument. If any such instrument is found not
        to
        conform in any material respect to the requirements of this Agreement, the
        Securities Administrator shall notify the Certificateholders of such non
        conforming instrument in the event the Securities Administrator, after so
        requesting, does not receive a satisfactorily corrected
        instrument.

    

     

    No
      provision of this Agreement shall be construed to relieve the Securities
      Administrator from liability for its own negligent action, its own negligent
      failure to act or its own willful misconduct; provided,
      however,
      that:

     

    (i) the
      duties and obligations of the Securities Administrator shall be determined
      solely by the express provisions of this Agreement, the Securities Administrator
      shall not be liable except for the performance of such duties and obligations
      as
      are specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Securities
      Administrator and the Securities Administrator may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Securities Administrator
      and
      conforming to the requirements of this Agreement which it believed in good
      faith
      to be genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

     

    (ii) the
      Securities Administrator shall not be liable for an error of judgment made
      in
      good faith by a Responsible Officer or Responsible Officers of the Securities
      Administrator, unless it shall be conclusively determined by a court of
      competent jurisdiction, such determination no longer subject to appeal, that
      the
      Securities Administrator was negligent in ascertaining the pertinent
      facts;

     

    (iii) the
      Securities Administrator shall not be liable with respect to any action or
      inaction taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates evidencing not less
      than 25.00% of the Voting Rights of Certificates relating to the time, method
      and place of conducting any proceeding for any remedy available to the
      Securities Administrator, or exercising or omitting to exercise any trust or
      power conferred upon the Securities Administrator under this Agreement;
      and


    
      
        
        

      

      
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      (iv) the
        Securities Administrator shall not be accountable, shall have no liability
        and
        makes no representation as to any acts or omissions hereunder of the Master
        Servicer or the Trustee.

       

      Section
        10.02 Certain
        Matters Affecting the Securities Administrator.Except
        as
        otherwise provided in Section 10.01:

       

      (i) the
        Securities Administrator may request and conclusively rely upon and shall
        be
        fully protected in acting or refraining from acting upon any resolution,
        Officer’s Certificate, certificate of auditors or any other certificate,
        statement, instrument, opinion, report, notice, request, consent, order,
        appraisal, bond or other paper or document believed by it to be genuine and
        to
        have been signed or presented by the proper party or parties and the Securities
        Administrator shall have no responsibility to ascertain or confirm the
        genuineness of any signature of any such party or parties;

    

     

    (ii) the
      Securities Administrator may consult with counsel, financial advisers or
      accountants and the advice of any such counsel, financial advisers or
      accountants and any advice or Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel;

     

    (iii) the
      Securities Administrator shall not be liable for any action or inaction taken,
      suffered or omitted by it in good faith and believed by it to be authorized
      or
      within the discretion or rights or powers conferred upon it by this
      Agreement;

     

    (iv) the
      Securities Administrator shall not be bound to make any investigation into
      the
      facts or matters stated in any resolution, certificate, statement, instrument,
      opinion, report, notice, request, consent, order, approval, bond or other paper
      or document, unless requested in writing so to do by Holders of Certificates
      evidencing not less than 25.00% of the Voting Rights allocated to each
      Class of Certificates; provided,
      however,
      that if
      the payment within a reasonable time to the Securities Administrator of the
      costs, expenses or liabilities likely to be incurred by it in the making of
      such
      investigation is, in the opinion of the Securities Administrator, not reasonably
      assured to the Securities Administrator by the security afforded to it by the
      terms of this Agreement, the Securities Administrator may require reasonable
      indemnity against such expense or liability as a condition to so proceeding.
      Nothing in this clause (iv) shall derogate from the obligation of the
      Master Servicer to observe any applicable law prohibiting disclosure of
      information regarding the Mortgagors, provided that the Master Servicer shall
      have no liability for disclosure required by this Agreement;

     

    (v) the
      Securities Administrator may execute any of the trusts or powers hereunder
      or
      perform any duties hereunder either directly or by or through agents or
      attorneys or a custodian and the Securities Administrator shall not be
      responsible for any misconduct or negligence on the part of any such agent,
      attorney or custodian appointed by the Securities Administrator with due
      care;

     


    
      
        
        

      

      
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      (vi) the
        Securities Administrator shall not be required to risk or expend its own
        funds
        or otherwise incur any financial liability in the performance of any of its
        duties or in the exercise of any of its rights or powers hereunder if it
        shall
        have reasonable grounds for believing that repayment of such funds or adequate
        indemnity against such risk or liability is not assured to it, and none of
        the
        provisions contained in this Agreement shall in any event require the Securities
        Administrator to perform, or be responsible for the manner of performance
        of,
        any of the obligations of the Master Servicer or the Trustee under this
        Agreement;

       

      (vii) the
        Securities Administrator shall be under no obligation to exercise any of
        the
        trusts, rights or powers vested in it by this Agreement or to institute,
        conduct
        or defend any litigation hereunder or in relation hereto at the request,
        order
        or direction of any of the Certificateholders, pursuant to the provisions
        of
        this Agreement, unless such Certificateholders shall have offered to the
        Securities Administrator reasonable security or indemnity satisfactory to
        the
        Securities Administrator against the costs, expenses and liabilities which
        may
        be incurred therein or thereby; and

    

     

    (viii) the
      Securities Administrator shall have no obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties hereunder and
      which
      in its opinion may involve it in any expense or liability; provided,
      however,
      that in
      the event of a breach or default by the Derivative
      Counterparty
      under
      the Cap Agreement or the Swap Agreement, the Securities Administrator shall
      pursue all legal remedies available against the Derivative
      Counterparty
      under
      the Cap Agreement or the Swap Agreement, as applicable, in consultation with
      the
      Depositor; provided,
      further,
      that
      the Securities Administrator may in its discretion undertake any such action
      that it may deem necessary or desirable in respect of this Agreement and the
      rights and duties of the parties hereto and the interests of the Trustee, the
      Securities Administrator and the Certificateholders hereunder. In such event,
      the legal expenses and costs of such action and any liability resulting
      therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
      Securities Administrator shall be entitled to be reimbursed therefor out of
      the
      Collection Account.

     

    The
      Securities Administrator shall have no duty (A) to see to any recording,
      filing, or depositing of this Agreement or any agreement referred to herein
      or
      any financing statement or continuation statement evidencing a security
      interest, or to see to the maintenance of any such recording or filing or
      depositing or to any rerecording, refiling or redepositing thereof, (B) to
      see to the provision of any insurance or (C) to see to the payment or
      discharge of any tax, assessment, or other governmental charge or any lien
      or
      encumbrance of any kind owing with respect to, assessed or levied against,
      any
      part of the Trust Fund other than from funds available in the Distribution
      Account.

     

    Section
      10.03 Securities
      Administrator Not Liable for Certificates or Mortgage Loans. The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the transferor, as the case may be, and the
      Securities Administrator assumes no responsibility for their correctness. The
      Securities Administrator makes no representations as to the validity or
      sufficiency of this Agreement, the Cap Agreement, the Swap Agreement, or of
      the
      Certificates or of any Mortgage Loan or related document other than with respect
      to the Securities Administrator’s execution and authentication of the
      Certificates. The Securities Administrator shall not be accountable for the
      use
      or application by the Depositor, the Trustee, the Master Servicer, or the
      Derivative Counterparty of any funds paid to the Depositor, the Trustee, the
      Master Servicer or the Derivative Counterparty in respect of the Mortgage Loans
      or deposited in or withdrawn from the Collection Account or any other fund
      or
      account with respect to the Certificates by the Depositor, the Trustee, the
      Master Servicer or the Derivative Counterparty.


    
      
        
        

      

      
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      The
        Securities Administrator executes the Certificates not in its individual
        capacity but solely as Securities Administrator of the Trust Fund created
        by
        this Agreement, in the exercise of the powers and authority conferred and
        vested
        in it by this Agreement. Each of the undertakings and agreements made on
        the
        part of the Securities Administrator on behalf of the Trust Fund in the
        Certificates is made and intended not as a personal undertaking or agreement
        by
        the Securities Administrator but is made and intended for the purpose of
        binding
        only the Trust Fund.

       

      Section
        10.04 Securities
        Administrator May Own Certificates. The
        Securities Administrator in its individual or any other capacity may become
        the
        owner or pledgee of Certificates and may transact business with the parties
        hereto and their Affiliates with the same rights as it would have if it were
        not
        the Securities Administrator.

    

     

    Section
      10.05 Securities
      Administrator’s Fees and Expenses. The
      Securities Administrator shall be entitled to the investment income earned
      on
      amounts in the Distribution Account during the Securities Administrator Float
      Period. The Securities Administrator and any director, officer, employee, agent
      or “control person” within the meaning of the Securities Act of 1933, as
      amended, and the Securities Exchange Act of 1934, as amended (“Control
      Person”),
      of
      the Securities Administrator shall be indemnified by the Trust and held harmless
      against any loss, liability or expense (including reasonable attorney’s fees)
      (i) incurred in connection with any claim or legal action relating to
      (a) this Agreement, (b) the Mortgage Loans or (c) the
      Certificates, other than any loss, liability or expense incurred by reason
      of
      willful misfeasance, bad faith or negligence in the performance of any of the
      Securities Administrator’s duties hereunder, (ii) incurred in connection
      with the performance of any of the Securities Administrator’s duties hereunder,
      other than any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of any of the Securities
      Administrator’s duties hereunder or (iii) incurred by reason of any action
      of the Securities Administrator taken at the direction of the
      Certificateholders, provided that any such loss, liability or expense
      constitutes an “unanticipated expense incurred by the REMIC” within the meaning
      of Treasury Regulations Section 1.860G 1(b)(3)(ii). Such indemnity shall
      survive the termination of this Agreement or the resignation or removal of
      the
      Securities Administrator hereunder. Without limiting the foregoing, and except
      for any such expense, disbursement or advance as may arise from the Securities
      Administrator’s negligence, bad faith or willful misconduct, or which would not
      be an “unanticipated expense” within the meaning of the second preceding
      sentence, the Securities Administrator shall be reimbursed by the Trust for
      all
      reasonable expenses, disbursements and advances incurred or made by the
      Securities Administrator in accordance with any of the provisions of this
      Agreement with respect to: (A) the reasonable compensation and the expenses
      and disbursements of its counsel not associated with the closing of the issuance
      of the Certificates, (B) the reasonable compensation, expenses and
      disbursements of any accountant, engineer, appraiser or other agent that is
      not
      regularly employed by the Securities Administrator, to the extent that the
      Securities Administrator must engage such Persons to perform acts or services
      hereunder and (C) printing and engraving expenses in connection with
      preparing any Definitive Certificates. The Trust shall fulfill its obligations
      under this paragraph from amounts on deposit from time to time in the
      Distribution Account.

     


    
      
        
        

      

      
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      The
        Securities Administrator shall be required to pay all expenses incurred by
        it in
        connection with its activities hereunder and shall not be entitled to
        reimbursement therefor except as provided in this Agreement.

       

      Section
        10.06 Eligibility
        Requirements for Securities Administrator. The
        Securities Administrator hereunder shall at all times be a corporation or
        association organized and doing business under the laws the United States
        of
        America or any state thereof, authorized under such laws to exercise corporate
        trust powers, having a combined capital and surplus of at least $50,000,000,
        subject to supervision or examination by federal or state authority and with
        a
        credit rating of at least investment grade. If such corporation or association
        publishes reports of condition at least annually, pursuant to law or to the
        requirements of the aforesaid supervising or examining authority, then for
        the
        purposes of this Section 10.06 the combined capital and surplus of such
        corporation or association shall be deemed to be its combined capital and
        surplus as set forth in its most recent report of condition so published.
        In
        case at any time the Securities Administrator shall cease to be eligible
        in
        accordance with the provisions of this Section 10.06, the Securities
        Administrator shall resign immediately in the manner and with the effect
        specified in Section 10.07 hereof. The entity serving as Securities
        Administrator may have normal banking and trust relationships with the Depositor
        and its affiliates or the Trustee and its affiliates.

    

     

    Any
      successor securities administrator (i) may not be the Mortgage Loan Seller,
      the Master Servicer, the Servicer, the Depositor or an affiliate of the
      Depositor unless such successor securities administrator’s functions are
      operated through an institutional trust department of the Securities
      Administrator, (ii) must be authorized to exercise corporate trust powers
      under the laws of its jurisdiction of organization, and (iii) must be rated
      at least “A/F1” by Fitch, if Fitch is a Rating Agency and if rated by Fitch, or
      the equivalent rating by Standard & Poor’s or Moody’s. If no successor
      securities administrator shall have been appointed and shall have accepted
      appointment within 60 days after the Securities Administrator ceases to be
      the Securities Administrator pursuant to Section 10.07, then the Trustee
      may (but shall not be obligated to) become the successor securities
      administrator. The Depositor shall appoint a successor to the Securities
      Administrator in accordance with Section 10.07. The Trustee shall notify
      the Rating Agencies of any change of Securities Administrator.

     

    Section
      10.07 Resignation
      and Removal of Securities Administrator. The
      Securities Administrator may at any time resign by giving written notice of
      resignation to the Depositor and the Trustee and each Rating Agency not less
      than 60 days before the date specified in such notice when, subject to
      Section 10.08, such resignation is to take effect, and acceptance by a
      successor securities administrator in accordance with Section 10.08 meeting
      the qualifications set forth in Section 10.06. If no successor securities
      administrator meeting such qualifications shall have been so appointed by the
      Depositor and have accepted appointment within 30 days after the giving of
      such notice of resignation, the resigning Securities Administrator may petition
      any court of competent jurisdiction for the appointment of a successor
      securities administrator.

     


    
      
        
        

      

      
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      If
        at any
        time the Securities Administrator shall cease to be eligible in accordance
        with
        the provisions of Section 10.06 hereof and shall fail to resign after
        written request thereto by the Depositor, or if at any time the Securities
        Administrator shall become incapable of acting, or shall be adjudged as bankrupt
        or insolvent, or a receiver of the Securities Administrator or of its property
        shall be appointed, or any public officer shall take charge or control of
        the
        Securities Administrator or of its property or affairs for the purpose of
        rehabilitation, conservation or liquidation, or a tax is imposed with respect
        to
        the Trust Fund by any state in which the Securities Administrator or the
        Trust
        Fund is located and the imposition of such tax would be avoided by the
        appointment of a different securities administrator, then the Depositor may
        remove the Securities Administrator and appoint a successor securities
        administrator by written instrument, in triplicate, one copy of which instrument
        shall be delivered to the Securities Administrator so removed, one copy of
        which
        shall be delivered to the Master Servicer and one copy to the successor
        securities administrator.

       

    

    The
      Holders of Certificates entitled to at least 51.00% of the Voting Rights may
      at
      any time remove the Securities Administrator and appoint a successor securities
      administrator by written instrument or instruments, in triplicate, signed by
      such Holders or their attorneys in fact duly authorized, one complete set of
      which instruments shall be delivered by the successor securities administrator
      to the Trustee, one complete set to the Securities Administrator so removed
      and
      one complete set to the successor so appointed. Notice of any removal of the
      Securities Administrator shall be given to each Rating Agency by the successor
      securities administrator.

     

    Any
      resignation or removal of the Securities Administrator and appointment of a
      successor securities administrator pursuant to any of the provisions of this
      Section 10.07 shall become effective upon acceptance by the successor
      securities administrator of appointment as provided in Section 10.08
      hereof.

     

    If
      at any
      time, Wells Fargo, as Securities Administrator, resigns under this
      Section 10.07, or is removed as Securities Administrator pursuant to this
      Section 10.07, then at such time Wells Fargo shall also resign (and shall
      be entitled to resign) as Master Servicer under this Agreement.

     

    Section
      10.08 Successor
      Securities Administrator. Any
      successor securities administrator (which may be the Trustee) appointed as
      provided in Section 10.07 hereof shall execute, acknowledge and deliver to
      the Depositor and to its predecessor Securities Administrator and the Trustee
      an
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor Securities Administrator shall become effective
      and
      such successor securities administrator, without any further act, deed or
      conveyance, shall become fully vested with all the rights, powers, duties and
      obligations of its predecessor hereunder, with the like effect as if originally
      named as Securities Administrator herein. The Depositor, the Trustee, the Master
      Servicer and the predecessor Securities Administrator shall execute and deliver
      such instruments and do such other things as may reasonably be required for
      more
      fully and certainly vesting and confirming in the successor securities
      administrator all such rights, powers, duties, and obligations.

     


    
      
        
        

      

      
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      No
        successor securities administrator shall accept appointment as provided in
        this
        Section 10.08 unless at the time of such acceptance such successor
        securities administrator shall be eligible under the provisions of
        Section 10.06 hereof and its appointment shall not adversely affect then
        current rating of the Certificates, as confirmed in writing by each Rating
        Agency.

       

      Upon
        acceptance by a successor securities administrator of appointment as provided
        in
        this Section 10.08, the Depositor shall mail notice of the succession of
        such Securities Administrator hereunder to all Holders of Certificates. If
        the
        Depositor fails to mail such notice within 10 days after acceptance by the
        successor securities administrator of appointment, the successor securities
        administrator shall cause such notice to be mailed at the expense of the
        Depositor.

       

      Section
        10.09 Merger
        or Consolidation of Securities Administrator. Any
        corporation or other entity into which the Securities Administrator may be
        merged or converted or with which it may be consolidated or any corporation
        or
        other entity resulting from any merger, conversion or consolidation to which
        the
        Securities Administrator shall be a party, or any corporation or other entity
        succeeding to the business of the Securities Administrator, shall be the
        successor of the Securities Administrator hereunder, provided that such
        corporation or other entity shall be eligible under the provisions of
        Section 10.06 hereof, without the execution or filing of any paper or
        further act on the part of any of the parties hereto, anything herein to
        the
        contrary notwithstanding.

    

     

    Section
      10.10 Assignment
      or Delegation of Duties by the Securities Administrator. Except
      as
      expressly provided herein, the Securities Administrator shall not assign or
      transfer any of its rights, benefits or privileges hereunder to any other
      Person, or delegate to or subcontract with, or authorize or appoint any other
      Person to perform any of the duties, covenants or obligations to be performed
      by
      the Securities Administrator; provided,
      however,
      that
      the Securities Administrator shall have the right with the prior written consent
      of the Depositor (which shall not be unreasonably withheld or delayed), and
      upon
      delivery to the Trustee and the Depositor of a letter from each Rating Agency
      to
      the effect that such action shall not result in a downgrade of the ratings
      assigned to any of the Certificates, to delegate or assign to or subcontract
      with or authorize or appoint any qualified Person to perform and carry out
      any
      duties, covenants or obligations to be performed and carried out by the
      Securities Administrator hereunder. Notice of such permitted assignment shall
      be
      given promptly by the Securities Administrator to the Depositor and the Trustee.
      If, pursuant to any provision hereof, the duties of the Securities Administrator
      are transferred to a successor securities administrator, the entire compensation
      payable to the Securities Administrator pursuant hereto shall thereafter be
      payable to such successor securities administrator but in no event shall the
      fee
      payable to the successor securities administrator exceed that payable to the
      predecessor securities administrator.

     

    
      Section
        10.11 Attestation,
        Annual Statement of Compliance of the Securities Administrator.
        The
        Securities Administrator will deliver or cause to be delivered to the Depositor,
        on or before March 15th
        of each
        calendar year, commencing in 2007, the assessment of compliance with the
        Relevant Servicing Criteria identified in Exhibit S hereto applicable to
        the
        Securities Administrator, attestation report and annual statement of compliance
        required of a Servicing Function Participant under Item 1122 of Regulation
        AB.



    
      
        
        

      

      
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      ARTICLE
        XI

       

      TERMINATION

       

      Section
        11.01 Termination
        upon Liquidation or Purchase of the Mortgage Loans.
        Subject
        to Section 11.03, the obligations and responsibilities of the Depositor,
        the Master Servicer, the Servicer, the Securities Administrator and the Trustee
        created hereby with respect to the Trust Fund shall terminate upon the earlier
        of (a) the exercise of an Option to Purchase, on or after the Optional
        Termination Date, in the aggregate of all Mortgage Loans (and REO Properties)
        at
        the price (the “Termination
        Price”)
        equal
        to the sum of (i) 100.00% of the unpaid principal balance of each Mortgage
        Loan (other than in respect of REO Property) plus accrued and unpaid interest
        thereon at the applicable Mortgage Rate, (ii) the lesser of (x) the
        appraised value of any REO Property as determined by the higher of two
        appraisals completed by two independent appraisers selected by the Servicer
        at
        the expense of that Trust Fund and (y) the unpaid principal balance of each
        Mortgage Loan related to any REO Property, in each case plus accrued and
        unpaid
        interest thereon at the applicable Mortgage Rate, (iii) all unreimbursed
        P&I Advances, Servicing Advances and indemnification payments payable to the
        Servicer (iv) any unreimbursed indemnification payments payable to the
        Trustee, the Securities Administrator, the Master Servicer or the Depositor
        under this Agreement and (v) any Swap Termination Payments payable to the
        Swap
        Counterparty as a result of a termination pursuant to this Section 11.01
        and
        (b) the later of (i) the maturity or other liquidation (or any Advance
        with respect thereto) of the last Mortgage Loan remaining in the Trust Fund
        and
        the disposition of all REO Property and (ii) the distribution to
        Certificateholders of all amounts required to be distributed to them pursuant
        to
        this Agreement. In no event shall the trusts created hereby continue beyond
        the
        expiration of 21 years from the death of the survivor of the descendants of
        Joseph P. Kennedy, the late Ambassador of the United States to the Court
        of
        St. James’s, living on the date hereof.

    

     

    Notwithstanding
      anything to the contrary contained herein, no such purchase by the Master
      Servicer (either upon instruction from the Depositor or voluntarily) shall
      be
      permitted unless (i) after distribution of the proceeds thereof to the
      Certificateholders (other than the Holders of the Class X, Class P and
      Residual Certificates and any other Classes of Certificates which constitute
      NIM
      Securities) pursuant to Section 11.02, the distribution of the remaining
      proceeds to the Class X and Class P Certificates is sufficient to pay
      the outstanding principal amount of and accrued and unpaid interest on the
      NIM
      Securities, to the extent the NIM Securities are then outstanding, or
      (ii) prior to such purchase, the Master Servicer, remits to the Securities
      Administrator an amount that, together with such remaining proceeds, will be
      sufficient to pay the outstanding principal amount of, and accrued and unpaid
      interest on, the NIM Securities, to the extent the NIM Securities are then
      outstanding.

     

    Section
      11.02 Final
      Distribution on the Certificates.
      If on
      any Remittance Date, the Master Servicer determines that there are no
      Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
      than the funds in any Collection Account, the Master Servicer shall direct
      the
      Securities Administrator promptly to send a Notice of Final Distribution to
      each
      Certificateholder and to the Swap Counterparty. If the Master Servicer (upon
      instruction from the Depositor or voluntarily) elects to exercise their option
      to purchase the Mortgage Loans pursuant to clause (a) of
      Section 11.01, at least 20 days prior to the date the Notice of Final
      Distribution is to be mailed to the affected Certificateholders, the Master
      Servicer shall notify the Depositor, the Swap Counterparty and the Securities
      Administrator of (a) the date on which the Servicer intends to exercise
      such purchase option and (b) the Termination Price.


    
      
        
        

      

      
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    A
      Notice
      of Final Distribution, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to Certificateholders mailed not earlier than the 10th
      day and not later than the 15th day of the month of such final distribution.
      Any
      such Notice of Final Distribution shall specify (a) the Distribution Date
      upon which final distribution on the Certificates will be made upon presentation
      and surrender of Certificates at the office therein designated, (b) the
      amount of such final distribution, (c) the location of the office or agency
      at which such presentation and surrender must be made and (d) that the
      Record Date otherwise applicable to such Distribution Date is not applicable,
      distributions being made only upon presentation and surrender of the
      Certificates at the office therein specified. The Securities Administrator
      will
      give such Notice of Final Distribution to the Swap Counterparty and to each
      Rating Agency at the time such Notice of Final Distribution is given to
      Certificateholders.

     

    In
      the
      event such Notice of Final Distribution is given, the Servicer shall cause
      all
      funds in the Collection Account to be remitted to the Master Servicer for
      deposit in the Distribution Account on the Business Day prior to the applicable
      Distribution Date in an amount equal to the final distribution in respect of
      the
      Certificates. Upon such final deposit with respect to the Trust Fund and the
      receipt by the Custodian of a Request for Release therefor, the Custodian shall
      promptly release to the Servicer the Custodial Files for the Mortgage
      Loans.

     

    Upon
      presentation and surrender of the Certificates, the Securities Administrator
      shall cause to be distributed to the Certificateholders of each
      Class (after reimbursement of all amounts due to the Servicer, the Master
      Servicer, the Securities Administrator, the Depositor, the Trustee and the
      Swap
      Counterparty hereunder), in each case on the final Distribution Date and in
      the
      order set forth in Section 4.02, in proportion to their respective
      Percentage Interests, with respect to Certificateholders of the same Class,
      up
      to an amount equal to (i) as to each Class of Regular Certificates
      (except the Class X Certificates), the Certificate Balance thereof plus for
      each such Class and the Class X Certificates accrued interest thereon
      in the case of an interest-bearing Certificate and all other amounts to which
      such Classes are entitled pursuant to Section 4.02 and (ii) as to the
      Residual Certificates, the amount, if any, which remains on deposit in the
      Distribution Account (other than the amounts retained to meet claims) after
      application pursuant to clause (i) above.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six months after the date specified in the Notice of Final
      Distribution, the Securities Administrator shall give a second written notice
      to
      the remaining Certificateholders to surrender their Certificates for
      cancellation and receive the final distribution with respect thereto. If within
      six months after such second notice all the applicable Certificates shall not
      have been surrendered for cancellation, the Securities Administrator may take
      appropriate steps, or may appoint an agent to take appropriate steps, to contact
      the remaining Certificateholders concerning surrender of their Certificates,
      and
      the cost thereof shall be paid out of the funds and other assets which remain
      a
      part of the Trust Fund. If within one year after the second notice all
      Certificates shall not have been surrendered for cancellation, the Class R
      Certificateholders shall be entitled to all unclaimed funds and other assets
      of
      the Trust Fund which remain subject hereto.

     


    
      
        
        

      

      
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      Section
        11.03 Additional
        Termination Requirements.
        In the
        event an Option to Purchase is exercised with respect to the Mortgage Loans
        as
        provided in Section 11.01, the Trust Fund shall be terminated in accordance
        with the following additional requirements, unless the Trustee has been supplied
        with an Opinion of Counsel, at the expense of the party upon whose instruction
        causes the exercise of an Option to Purchase, to the effect that the failure
        to
        comply with the requirements of this Section 11.03 will not (i) result
        in the imposition of taxes on “prohibited transactions” as defined in
        Section 860F of the Code on any REMIC formed hereby or (ii) cause
        either the Lower Tier REMIC or the Upper Tier REMIC to fail to qualify as
        a
        REMIC at any time that any Certificates are outstanding:

       

      (a) The
        Securities Administrator on behalf of the Trustee shall sell all of the assets
        of the Trust Fund to the party exercising the Option to Purchase, and, within
        90 days of such sale, shall distribute to the Certificateholders the
        proceeds of such sale in complete liquidation of each REMIC formed hereby;
        and



     

    (b) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each REMIC formed hereby stating that pursuant to Treasury
      Regulations Section 1.860F-1, the first day of the 90-day liquidation
      period for each such REMIC was the date on which the Securities Administrator
      on
      behalf of the Trustee sold the assets of the Trust Fund to the
      Servicer.

     

    ARTICLE
      XII


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      12.01 Amendment.
      This
      Agreement may be amended from time to time by the Depositor, the Mortgage Loan
      Seller, the Master Servicer, the Servicer, the Securities Administrator and
      the
      Trustee, without the consent of any of the Certificateholders or the Derivative
      Counterparty (except to the extent that the rights or obligations of the
      Derivative Counterparty under the Cap Agreement or the Swap Agreement are
      affected thereby, and except to the extent that the ability of the Securities
      Administrator to perform fully and timely its obligations under the Cap
      Agreement or the Swap Agreement is adversely affected, in which case prior
      written consent of the Derivative Counterparty is required) (i) to cure any
      ambiguity or mistake, (ii) to correct any defective provision herein or to
      supplement any provision herein which may be inconsistent with any other
      provision herein, (iii) to add to the duties of the Depositor, the Master
      Servicer, the Servicer, the Securities Administrator or the Trustee,
      (iv) to add any other provisions with respect to matters or questions
      arising hereunder or (v) to modify, alter, amend, add to or rescind any of
      the terms or provisions contained in this Agreement; provided,
      that
      any action pursuant to clause (iv) or (v) above shall not, as
      evidenced by an Opinion of Counsel (which Opinion of Counsel shall not be an
      expense of the Trustee, the Master Servicer, the Securities Administrator or
      the
      Trust Fund), adversely affect in any material respect the interests of any
      Certificateholder; provided,
      further,
      that
      any such action pursuant to clause (iv) or (v) above shall not be
      deemed to adversely affect in any material respect the interests of the
      Certificateholders if the Person requesting the amendment obtains a letter
      from
      each Rating Agency stating that the amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to the
      Certificates; it being understood and agreed that any such letter in and of
      itself will not represent a determination as to the materiality of any such
      amendment and will represent a determination only as to the credit issues
      affecting any such rating. 

    
 

    
      
        
          
          

        

        
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    The
      Trustee, the Depositor, the Master Servicer, the Mortgage Loan Seller, the
      Servicer and the Securities Administrator also may at any time and from time
      to
      time amend this Agreement, but without the consent of the Certificateholders
      or
      the Derivative Counterparty (except to the extent that the rights or obligations
      of the Derivative Counterparty hereunder or under the Cap Agreement or the
      Swap
      Agreement are affected thereby, and except to the extent that the ability of
      the
      Securities Administrator to perform fully and timely its obligations under
      the
      Cap Agreement or the Swap Agreement is adversely affected, in which case prior
      written consent of the Derivative Counterparty is required) to modify, eliminate
      or add to any of its provisions to such extent as shall be necessary or helpful
      to (i) maintain the qualification of each REMIC created hereunder under the
      Code, (ii) avoid or minimize the risk of the imposition of any tax on any
      REMIC created hereunder pursuant to the Code that would be a claim at any time
      prior to the final redemption of the Certificates or (iii) comply with any
      other requirements of the Code; provided, that the Trustee and the Master
      Servicer have been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that such action is
      necessary or helpful to, as applicable, (i) maintain such qualification,
      (ii) avoid or minimize the risk of the imposition of such a tax or
      (iii) comply with any such requirements of the Code.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the Servicer, the Mortgage Loan Seller, the Securities Administrator
      and the Trustee, but with the consent of the Holders of Certificates evidencing
      Percentage Interests aggregating not less than 662/3%
      of each
      Class of Certificates affected thereby for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided,
      however,
      that no
      such amendment shall (i) reduce in any manner the amount of, or delay the
      timing of, payments required to be distributed on any Certificate without the
      consent of the Holder of such Certificate, (ii) adversely affect in any
      material respect the interests of the Holders of any Class of Certificates
      in a manner other than as described in clause (i), without the consent of
      the Holders of Certificates of such Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 662/3%,
      (iii) reduce the aforesaid percentages of Certificates the Holders of which
      are required to consent to any such amendment, without the consent of the
      Holders of all such Certificates then outstanding or (iv) adversely affect
      the
      rights or obligations of the Derivative Counterparty hereunder or under the
      Cap
      Agreement or the Swap Agreement or the rights of the Securities Administrator
      to
      fully and timely perform its obligations under the Cap Agreement or the Swap
      Agreement without obtaining the prior written consent of the Derivative
      Counterparty.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee and the Master Servicer
      shall not consent to any amendment to this Agreement unless (i) it shall
      have first received an Opinion of Counsel, which opinion shall not be an expense
      of the Trustee, the Master Servicer or the Trust Fund, to the effect that such
      amendment will not cause the imposition of any tax on any REMIC created
      hereunder or the Certificateholders or cause any such REMIC to fail to qualify
      as a REMIC or the grantor trust to fail to qualify as a grantor trust at any
      time that any Certificates are outstanding and (ii) the party seeking such
      amendment shall have provided written notice to the Rating Agencies (with a
      copy
      of such notice to the Trustee and the Master Servicer) of such amendment,
      stating the provisions of the Agreement to be amended.

     


    
      
        
        

      

      
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      Notwithstanding
        the foregoing provisions of this Section 12.01, with respect to any
        amendment that significantly modifies the permitted activities of the Trustee
        or
        the Servicer, any Certificate beneficially owned by the Depositor shall be
        deemed not to be outstanding (and shall not be considered when determining
        the
        percentage of Certificateholders consenting or when calculating the total
        number
        of Certificates entitled to consent) for purposes of determining if the
        requisite consents of Certificateholders under this Section 12.01 have been
        obtained.

       


    

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance thereof.
      The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    Nothing
      in this Agreement shall require the Trustee, the Master Servicer or the
      Securities Administrator to enter into an amendment without receiving an Opinion
      of Counsel (which opinion shall not be an expense of the Trustee, the Master
      Servicer, the Securities Administrator or the Trust Fund), satisfactory to
      the
      Trustee, the Master Servicer and the Securities Administrator, as applicable,
      that (i) such amendment is permitted and is not prohibited by this
      Agreement and that all requirements for amending this Agreement have been
      complied with and (ii) either (A) the amendment does not adversely
      affect in any material respect the interests of any Certificateholder or
      (B) the conclusion set forth in the immediately preceding
      clause (A) is not required to be reached pursuant to this
      Section 12.01.

     

    Notwithstanding
      the foregoing, the consent of Mortgage Loan Seller shall not be required to
      enter into any amendment to this Agreement unless the effect of such amendment
      would potentially have a material and adverse effect on the rights or
      obligations of the Mortgage Loan Seller under this Agreement.

     

    Section
      12.02 Recordation
      of Agreement; Counterparts.
      This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the Mortgaged Properties are situated, and in any other
      appropriate public recording office or elsewhere, such recordation to be
      effected by the Servicer at the direction and expense of the Depositor, but
      only
      upon receipt of an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.


    
      
        
        

      

      
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      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      Section
        12.03 Governing
        Law.
        THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
        PARTIES
        HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH
        LAWS.

    

     

    Section
      12.04 Intention
      of Parties.
      (a) It
      is intended that the conveyance of the Depositor’s right, title and interest in
      and to property constituting the Trust Fund pursuant to this Agreement shall
      constitute, and shall be construed as, a sale of such property and not a grant
      of a security interest to secure a loan. However, if such conveyance is deemed
      to be in respect of a loan, it is intended that: (1) the rights and obligations
      of the parties shall be established pursuant to the terms of this Agreement;
      (2)
      the Depositor hereby grants to the Trustee for the benefit of the Holders of
      the
      Certificates a first priority security interest to secure repayment of an
      obligation in an amount equal to the aggregate Class Principal Amount of the
      Certificates in all of the Depositor’s right, title and interest in, to and
      under, whether now owned or hereafter acquired, the Trust Fund and the
      Supplemental Interest Trust and all proceeds of any and all property
      constituting the Trust Fund and the Supplemental Interest Trust to secure
      payment of the Certificates (such security interest being, to the extent of
      the
      assets that constitute the Supplemental Interest Trust, pari
      passu
      with the
      security interest as provided in clause (4) below); (3) this Agreement shall
      constitute a security agreement under applicable law; and (4) the Derivative
      Counterparty shall be deemed, during the term of such agreement and while such
      agreement is the property of the Trustee, to have a security interest in all
      of
      the assets that constitute the Supplemental Interest Trust, but only to the
      extent of such Derivative Counterparty’s right to payment under the Derivative
      Agreements (such security interest being pari
      passu
      with the
      security interest as provided in clause (2) above). If such conveyance is deemed
      to be in respect of a loan and the trust created by this Agreement terminates
      prior to the satisfaction of the claims of any Person holding any Certificate,
      the security interest created hereby shall continue in full force and effect
      and
      the Trustee shall be deemed to be the collateral agent for the benefit of such
      Person, and all proceeds shall be distributed by the Securities Administrator
      as
      herein provided.

     

    (b) The
      Depositor shall, to the extent consistent with this Agreement, take such
      reasonable actions as may be necessary to ensure that, if this Agreement were
      deemed to create a security interest in the Mortgage Loans and the other
      property described above, such security interest would be deemed to be a
      perfected security interest of first priority under applicable law and shall
      be
      maintained as such throughout the term of this Agreement. The Depositor shall,
      at its own expense, make all initial filings on or about the Closing Date and
      shall forward a copy of such filing or filings to the Trustee. Without limiting
      the generality of the foregoing, the Depositor shall prepare and forward for
      filing, or shall cause to be forwarded for filing, at the expense of the
      Depositor, all filings necessary to maintain the effectiveness of any original
      filings necessary under the relevant UCC to perfect the Trustee’s security
      interest in or lien on the Mortgage Loans, including without limitation (x)
      continuation statements, and (y) such other statements as may be occasioned
      by
      (1) any change of name of the Sponsor, the Depositor or the Trustee, (2) any
      change of location of the jurisdiction of organization of the Sponsor or the
      Depositor, (3) any transfer of any interest of the Sponsor or the Depositor
      in
      any Mortgage Loan or (4) any change under the relevant UCC or other applicable
      laws. Neither the Sponsor nor the Depositor shall organize under the law of
      any
      jurisdiction other than the State under which each is organized as of the
      Closing Date (whether changing its jurisdiction of organization or organizing
      under an additional jurisdiction) without giving 30 days prior written notice
      of
      such action to its immediate and intermediate transferee, including the Trustee.
      Before effecting such change, the Sponsor or the Depositor proposing to change
      its jurisdiction of organization shall prepare and file in the appropriate
      filing office any financing statements or other statements necessary to continue
      the perfection of the interests of its immediate and intermediate transferees,
      including the Trustee, in the Mortgage Loans. In connection with the
      transactions contemplated by this Agreement, each of the Sponsor and the
      Depositor authorizes its immediate or intermediate transferee to file in any
      filing office any initial financing statements, any amendments to financing
      statements, any continuation statements, or any other statements or filings
      described in this paragraph (b).


    
      
        
        

      

      
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    Section
      12.05 Notices.
      (a)  The Securities Administrator shall use its best efforts to
      promptly provide notice to each Rating Agency with respect to each of the
      following of which it has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Event of Default that has not been cured;

     

    3. The
      resignation or termination of the Servicer, the Master Servicer, the Securities
      Administrator or the Trustee and the appointment of any successor;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to Section 2.03;
      and

     

    5. The
      final
      payment to Certificateholders.

     

    (b) In
      addition, the Securities Administrator shall promptly make available on its
      internet website to each Rating Agency copies of the following:

     

    1. Each
      report to Certificateholders described in Section 4.03; and

     

    2. Any
      notice of a purchase of a Mortgage Loan pursuant to
      Section 2.03.

     

    (c) All
      directions, demands, consents and notices hereunder shall be in writing and
      shall be deemed to have been duly given when delivered to: 

     

    (i) in
      the
      case of the Depositor,
      HSI
      Asset Securitization Corporation, 452 Fifth Avenue, 10th
      Floor,
      New York, New York 10018, Attention: Head MBS Principal Finance, or such other
      address as may be hereafter furnished to the other parties by the Depositor
      in
      writing;

     


    
      
        
        

      

      
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        (ii) in
          the
          case of the Servicer,
          to
          JPMorgan Chase Bank, National Association, 10790 Rancho Bernardo Road,
          San
          Diego, California 92127 Attention: Cindy Dunks (with a copy to 194 Wood
          Avenue
          South, Iselin, New Jersey 08830, Attention: General Counsel), or such other
          address as may be hereafter furnished to the other parties by JPMorgan
          Chase
          Bank, National Association in writing;

         

      

      (iii) in
        the
        case of Wells Fargo,
        to Wells
        Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, with a copy to 9062
        Old
        Annapolis Road, Columbia, Maryland 21045, (HASCO) Attention: Client Service
        Manager HASCO 2006-NC1, or such other address as may be hereafter furnished
        to
        the to the other parties by Wells Fargo in writing;

    

     

    (iv) in
      the
      case of the Trustee,
      to the
      Corporate Trust Office (Attention: HB0601), or such other address as may be
      hereafter furnished to the to the other parties by the Trustee in
      writing;

     

    (v) in
      the
      case of the Derivative Counterparty,
      to Bear
      Stearns Financial Products Inc., 383 Madison Avenue, New York, New York 10179,
      Attention: DPC Manager, HASCO 2006-NC1, with a copy to Bear Stearns Financial
      Products Inc., One Metrotech Center North, Brooklyn, New York 11201, Attention:
      Derivative Operations 7th
      Floor,
      HASCO 2006-NC1, or such other address as may be hereafter furnished to the
      to
      the other parties by the Derivative Counterparty in writing,

     

    
      (vi) in
        the
        case of the Mortgage Loan Seller,
        to NC
        Capital Corporation, 18400 Van Karman Suite 1000, Irvine, California 92612
        Attention General Counsel, or such other address as may be herein furnished
        to
        the other party by NC Capital Corporation in writing.

    

     

    (vii) in
      the
      case of each of the Rating Agencies,
      the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency. Notices to Certificateholders shall be deemed given when mailed,
      first class postage prepaid, to their respective addresses appearing in the
      Certificate Register.

     

    Section
      12.06 Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      12.07 Assignment.
      Notwithstanding anything to the contrary contained herein, except as provided
      in
      Section 6.02, this Agreement may not be assigned by the Servicer without
      the prior written consent of the Trustee and Depositor; provided,
      however,
      that
      the Servicer may pledge its interest in any reimbursements for P&I Advances
      or Servicing Advances hereunder.

     

    Section
      12.08 Limitation
      on Rights of Certificateholders.
      The
      death or incapacity of any Certificateholder shall not operate to terminate
      this
      Agreement or the trust created hereby, nor entitle such Certificateholder’s
      legal representative or heirs to claim an accounting or to take any action
      or
      commence any proceeding in any court for a petition or winding up of the trust
      created hereby, or otherwise affect the rights, obligations and liabilities
      of
      the parties hereto or any of them.

     


    
      
        
        

      

      
        -150-

        
          

        

      

      
        
        

      

    


    
      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control the operation and management of the Trust Fund,
        or
        the obligations of the parties hereto, nor shall anything herein set forth
        or
        contained in the terms of the Certificates be construed so as to constitute
        the
        Certificateholders from time to time as partners or members of an association;
        nor shall any Certificateholder be under any liability to any third party
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

    

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as herein provided, and unless the
      Holders of Certificates evidencing not less than 25.00% of the Voting Rights
      evidenced by the Certificates shall also have made written request to the
      Trustee to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses, and liabilities to be incurred therein
      or thereby, and the Trustee, for 60 days after its receipt of such notice,
      request and offer of indemnity shall have neglected or refused to institute
      any
      such action, suit or proceeding; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders. For the protection and enforcement
      of
      the provisions of this Section 12.08, each and every Certificateholder and
      the Trustee shall be entitled to such relief as can be given either at law
      or in
      equity.

     

    Section
      12.09 Inspection
      and Audit Rights.
      The
      Servicer agrees that, on reasonable prior notice, it will permit any
      representative of the Depositor or the Trustee during the Servicer’s normal
      business hours, to examine all the books of account, records, reports and other
      papers of the Servicer relating to the Mortgage Loans, to make copies and
      extracts therefrom, to cause such books to be audited by independent certified
      public accountants selected by the Depositor or the Trustee and to discuss
      its
      affairs, finances and accounts relating to the Mortgage Loans with its officers,
      employees and independent public accountants (and by this provision the Servicer
      hereby authorizes said accountants to discuss with such representative such
      affairs, finances and accounts), all at such reasonable times and as often
      as
      may be reasonably requested. Any out-of-pocket expense of the Servicer incident
      to the exercise by the Depositor or the Trustee of any right under this
      Section 12.09 shall be borne by the Servicer.

     

    Section
      12.10 Certificates
      Nonassessable and Fully Paid.
      It is
      the intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Securities Administrator pursuant to this Agreement, are and shall be deemed
      fully paid.

     


    
      
        
        

      

      
        -151-

        
          

        

      

      
        
        

      

    


    
      Section
        12.11 Rule of
        Construction.
        Article
        and section headings are for the convenience of the reader and shall not
        be
        considered in interpreting this Agreement or the intent of the parties
        hereto.

       

      Section
        12.12 Waiver
        of Jury Trial.
        EACH
        PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT
        PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
        ANY
        DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH
        DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

    

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    



    
      
        
        

      

      
        -152-

        
          

        

      

      
        
        

      

    



     

    IN
      WITNESS WHEREOF, the Depositor, the Trustee, Wells Fargo, NC Capital Corporation
      and JPMorgan have caused their names to be signed hereto by their respective
      officers thereunto duly authorized as of the day and year first above
      written.

     

    
      	 	 	 
	 	
              HSI
                ASSET
                SECURITIZATION CORPORATION, 
as Depositor

            
	 
 	 
 	 
 
	 	By:  	/s/ Andrea
              Lenox
	 	
              

              Name:
                Andrea Lenox

              Title:
                Vice President

            
	 	 


    

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST COMPANY, 
solely as Trustee and not in its individual
                capacity

            
	 
 	 
 	 
 
	 	By:  	/s/ Ronaldo
              Reyes
	 	
              

              Name:
                Ronaldo Reyes

              Title:
                Vice President

            
	 	 


    

     

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST COMPANY, 
solely as Trustee and not in its individual
                capacity

            
	 
 	 
 	 
 
	 	By:  	/s/ Hang
              Luu
	 	
              

              Name:
                Hang Luu

              Title:
                Authorized Signatory

            
	 	 


    

     

    
      
        	 	 	 
	 	
                WELLS
                  FARGO BANK,
                  N.A., 
as Master Servicer

              
	 
 	 
 	 
 
	 	By:  	/s/ Amy
                Doyle
	 	
                

                Name:
                  Amy Doyle

                Title:
                  Vice President

              
	 	 


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	 
	 	
                WELLS
                  FARGO BANK,
                  N.A., 
as Securities Administrator

              
	 
 	 
 	 
 
	 	By:  	/s/ Amy
                Doyle
	 	
                

                Name:
                  Amy Doyle

                Title:
                  Vice President

              
	 	 


      

    

    
       

    

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST COMPANY, 
solely as Custodian and not in its individual
                capacity

            
	 
 	 
 	 
 
	 	By:  	/s/ Ronaldo
              Reyes
	 	
              

              Name:
                Ronaldo Reyes

              Title:
                Vice President

            
	 	  


    

    
    

    
      	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST COMPANY, 
solely as Custodian and not in its individual
                capacity

            
	 
 	 
 	 
 
	 	By:  	/s/ Hang
              Luu
	 	
              

              Name:
                Hang Luu

              Title:
                Authorized Signatory

            
	 	 


    

    
    

    
      	 	 	 
	 	JPMORGAN
              CHASE
              BANK, NATIONAL ASSOCIATION, as Servicer
	 
 	 
 	 
 
	 	By:  	/s/ Kim
              Urbanek
	 	
              

              Name:
                Kim Urbanek

              Title:
                Assistant Vice President

            
	 	 


    

    
    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	 	 
	 	NC
              CAPITAL CORPORATION, 
as Mortgage Loan Seller
	 
 	 
 	 
 
	 	By:  	/s/ Kevin
              Cloyd
	 	
              

              Name:
                Kevin Cloyd

              Title:
                President

            
	 	 


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	 	
              ACKNOWLEDGED
                BY HSBC BANK USA, 

              NATIONAL
                ASSOCIATION,

              as
                Sponsor, solely for the purposes of Section 2.03(k).

            
	 
 	 
 	 
 
	 	By:  	/s/ Jon
              E. Voigtman
	 	
              

              Name:
                Jon E. Voigtman

              Title:
                Managing Director #14311

            
	 	 


    

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




     

    SCHEDULE
      I

     

    Mortgage
      Loan Schedule

    


    


    [To
      be
      retained in a separate closing binder entitled “HASCO 2006-NC1 Mortgage Loan
      Schedules” at the Washington, D.C. offices of McKee Nelson LLP]

    



    
      
        
        

      

      
        SCH.
          I-1

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      II

     

    HSI
      Asset
      Securitization Corporation Trust, 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    Representations
      and Warranties of JPMorgan, as Servicer

     

    JP
      Morgan, as Servicer, hereby makes the representations and warranties set forth
      in this Schedule II to the Sponsor, the Depositor, the Securities
      Administrator, the Master Servicer and the Trustee, as of the Closing
      Date.

     

    (1) JP
      Morgan
      Chase Bank, National Association is duly organized, validly existing and in
      good
      standing as a national banking association and is duly authorized and qualified
      to transact any and all business contemplated by this Agreement to be conducted
      by the Servicer in any state in which a Mortgaged Property securing a Mortgage
      Loan is located or is otherwise not required under applicable law to effect
      such
      qualification and, in any event, is in compliance with the doing business laws
      of any such State, to the extent necessary to ensure its ability to enforce
      each
      Mortgage Loan and to service each Mortgage Loan in accordance with the terms
      of
      this Agreement;

     

    (2) The
      Servicer has the full power and authority to service each Mortgage Loan, and
      to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary action
      on the part of the Servicer the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery thereof by the Depositor, the Mortgage Loan Seller, the Securities
      Administrator, the Master Servicer, the Sponsor and the Trustee, constitutes
      a
      legal, valid and binding obligation of the Servicer, enforceable against the
      Servicer in accordance with its terms, except to the extent that (a) the
      enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to the equitable defenses and to the discretion
      of the court before which any proceeding therefor may be brought;

     

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


    
      
        
        

      

      
        SCH.
          II-1

        
          

        

      

      
        
        

      

    


     

     

    (4) The
      Servicer is an approved seller/servicer for Fannie Mae and an approved servicer
      for Freddie Mac in good standing;

     

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

     

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

     

    (7) Except
      as
      disclosed in writing to the Master Servicer, the Depositor, the Trustee, and
      the
      Securities Administrator, prior to the Closing Date: (i) the Servicer is not
      aware and has not received notice that any default, early amortization or other
      performance triggering event has occurred as to any other securitization due
      to
      any act or failure to act of the Servicer; (ii) the Servicer has not been
      terminated as servicer in a residential mortgage loan securitization, either
      due
      to a servicing default or to application of a servicing performance test or
      trigger; (iii) no material noncompliance with the relevant servicing criteria
      with respect to other securitizations of residential mortgage loans involving
      the Servicer as servicer has been disclosed or reported by the Servicer; (iv)
      no
      material changes to the Servicer’s policies or procedures with respect to the
      servicing function it will perform under this Agreement for mortgage loans
      of a
      type similar to the Mortgage Loans have occurred during the three-year period
      immediately preceding the Closing Date; (v) there are no aspects of the
      Servicer’s financial condition that could have a material adverse effect on the
      performance by the Servicer’s financial condition that could have a material
      adverse effect on the performance by the Servicer of its servicing obligations
      under this Agreement and (vi) there are no affiliations, relationships or
      transactions relating to the Servicer or any Subservicer with any party listed
      on Exhibit T hereto.

     

    (8) The
      Servicer has the facilities, procedures and experienced personnel necessary
      for
      the sound servicing of mortgage loans of the same type as the Mortgage Loans;
      and


    
      
        
        

      

      
        SCH.
          II-2

        
          

        

      

      
        
        

      

    


     

    


     

    (9) With
      respect to each Mortgage Loan, to the extent the Servicer serviced such Mortgage
      Loan and to the extent the Servicer provided monthly reports to the three credit
      repositories, the Servicer has fully furnished, in accordance with the Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      information (i.e., favorable and unfavorable) on its borrower credit files
      to
      Equifax, Experian, and Trans Union Credit Information Company (three of the
      credit repositories), on a monthly basis.

     

    


     

    



    
      
        
        

      

      
        SCH.
          II-3

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      III

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    Representations
      and Warranties of NC Capital Corporation, as Mortgage Loan
      Seller

     

    NC
      Capital Corporation, as Mortgage Loan Seller, hereby makes the representations
      and warranties set forth in this Schedule III to the Sponsor, Depositor and
      the Trustee, as of the Closing Date. 

     

    (1) The
      Mortgage Loan Seller is a corporation duly organized, validly existing and
      in
      good standing under the laws of the state of California and has all licenses
      necessary to carry on its business as now being conducted and is licensed,
      qualified and in good standing in each state wherein it owns or leases any
      material properties or where a Mortgaged Property is located, if the laws of
      such state require licensing or qualification in order to conduct business
      of
      the type conducted by the Mortgage Loan Seller, and in any event the Mortgage
      Loan Seller is in compliance with the laws of any such state to the extent
      necessary; the Mortgage Loan Seller has the full corporate power, authority
      and
      legal right to execute and deliver this Agreement and to perform its obligations
      hereunder; the execution, delivery and performance of this Agreement by the
      Mortgage Loan Seller and the consummation of the transactions contemplated
      hereby have been duly and validly authorized; this Agreement and all agreements
      contemplated hereby have been duly executed and delivered and constitute the
      valid, legal, binding and enforceable obligations of the Mortgage Loan Seller,
      regardless of whether such enforcement is sought in a proceeding in equity
      or at
      law; and all requisite corporate action has been taken by the Mortgage Loan
      Seller to make this Agreement and all agreements contemplated hereby valid
      and
      binding upon the Mortgage Loan Seller in accordance with their
      terms;

     

    (2) Neither
      the execution and delivery of this Agreement, the consummation of the
      transactions contemplated hereby, nor the fulfillment of or compliance with
      the
      terms and conditions of this Agreement, will conflict with or result in a breach
      of any of the terms, conditions or provisions of the Mortgage Loan Seller’s
      charter or by-laws or any legal restriction or any agreement or instrument
      to
      which the Mortgage Loan Seller is now a party or by which it is bound, or
      constitute a default or result in an acceleration under any of the foregoing,
      or
      result in the violation of any law, rule, regulation, order, judgment or decree
      to which the Mortgage Loan Seller or its property is subject, or result in
      the
      creation or imposition of any lien, charge or encumbrance that would have an
      adverse effect upon any of its properties pursuant to the terms of any mortgage,
      contract, deed of trust or other instrument;

     

    (3) There
      is
      no action, suit, proceeding or investigation pending or threatened against
      the
      Mortgage Loan Seller, before any court, administrative agency or other tribunal
      asserting the invalidity of this Agreement, seeking to prevent the consummation
      of any of the transactions contemplated by this Agreement or which, either
      in
      any one instance or in the aggregate, may result in any material adverse change
      in the business, operations, financial condition, properties or assets of the
      Mortgage Loan Seller, or in any material impairment of the right or ability
      of
      the Mortgage Loan Seller to carry on its business substantially as now
      conducted, or in any material liability on the part of the Mortgage Loan Seller,
      or which would draw into question the validity of this Agreement or of any
      action taken or to be taken in connection with the obligations of the Mortgage
      Loan Seller contemplated herein, or which would be likely to impair materially
      the ability of the Mortgage Loan Seller to perform under the terms of this
      Agreement; and


    
      
        
        

      

      
        SCH.
          III-1

        
          

        

      

      
        
        

      

    


     

    


     

    (4) No
      consent, approval, authorization or order of, or registration or filing with,
      or
      notice to any court or governmental agency or body including HUD, the FHA or
      the
      VA is required for the execution, delivery and performance by the Mortgage
      Loan
      Seller of or compliance by the Mortgage Loan Seller with this Agreement or
      the
      consummation of the transactions contemplated by this Agreement, or if required,
      such approval has been obtained prior to the Closing Date.

     

    



    
      
        
        

      

      
        SCH.
          III-2

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      IV

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    Representations
      and Warranties of NC Capital Corporation

    as
      to
      the Individual Mortgage Loans

     

    The
      Mortgage Loan Seller hereby makes the representations and warranties set forth
      in this Schedule IV as to the Mortgage Loans, to the Depositor, the
      Securities Administrator, the Master Servicer and the Trustee as of the Initial
      Sale Date or such other date as may be specified below. Capitalized terms used
      but not otherwise defined in this Agreement (including this Schedule IV) shall
      have the meanings ascribed thereto in the MLPISA.

     

    (1) The
      information set forth in the related Mortgage Loan Schedule is complete, true
      and correct in all material respects as of the Cut-Off Date, unless another
      date
      is set forth in the Mortgage Loan Schedule;

     

    (2) The
      Mortgage Loan is in compliance with all requirements set forth in the related
      Confirmation, and the characteristics of the related Mortgage Loan Package
      as
      set forth in the related Confirmation are true and correct.

     

    (3) All
      payments required to be made up to the close of business on the Closing Date
      for
      such Mortgage Loan under the terms of the Mortgage Note have been made; neither
      the Mortgage Loan Seller nor the Interim Servicer has advanced funds, or
      induced, solicited or knowingly received any advance of funds from a party
      other
      than the owner of the related Mortgaged Property, directly or indirectly, for
      the payment of any amount required by the Mortgage Note or Mortgage (except
      for
      interest accruing from the date of the Mortgage Note or the date of disbursement
      of the Mortgage proceeds, whichever is greater, to the day which precedes by
      one
      month the Due Date of the first installment of principal and interest); and
      there has been no delinquency in excess of thirty (30) days, exclusive of any
      period of grace, in any payment by the Mortgagor thereunder since the
      origination of the Mortgage Loan;

     

    (4) There
      are
      no delinquent taxes, ground rents, water charges, sewer rents, assessments,
      insurance premiums, leasehold payments, including assessments payable in future
      installments or other outstanding charges affecting the related Mortgaged
      Property;

     

    (5) The
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, recorded, or in the
      process of being recorded, in the applicable public recording office if
      necessary to maintain the lien priority of the Mortgage, and which have been
      delivered or will be delivered to the Custodian on behalf of the Purchaser;
      the
      substance of any such waiver, alteration or modification has been approved
      by
      the title insurer, to the extent required by the related policy, and is
      reflected on the related Mortgage Loan Schedule. No instrument of waiver,
      alteration or modification has been executed, and no Mortgagor has been
      released, in whole or in part, except in connection with an assumption agreement
      approved by the title insurer, to the extent required by the policy, and which
      assumption agreement has been delivered to the Custodian and the terms of which
      are reflected in the related Mortgage Loan Schedule;


    
      
        
        

      

      
        SCH.
          IV-1

        
          

        

      

      
        
        

      

    


     

    


     

    (6) The
      Mortgage Note and the Mortgage are not subject to any right of rescission,
      set-off, counterclaim or defense, including the defense of usury, nor will
      the
      operation of any of the terms of the Mortgage Note and the Mortgage, or the
      exercise of any right thereunder, render the Mortgage unenforceable, in whole
      or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including the defense of usury and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect
      thereto;

     

    (7) All
      buildings upon the Mortgaged Property are insured by an insurer acceptable
      to
      FNMA and FHLMC against loss by fire, hazards of extended coverage and such
      other
      hazards as are customary in the area where the Mortgaged Property is located,
      in
      an amount not less than the greatest of (i) 100% of the replacement cost of
      all
      improvements to the Mortgaged Property, (ii) either (A) the outstanding
      principal balance of the Mortgage Loan with respect to each first lien Mortgage
      Loan or (B) with respect to each second lien Mortgage Loan, the sum of the
      outstanding principal balance of the related first lien mortgage loan and the
      outstanding principal balance of the second lien Mortgage Loan, (iii) the amount
      necessary to avoid the operation of any co-insurance provisions with respect
      to
      the Mortgaged Property, or (iv) the amount necessary to fully compensate for
      any
      damage or loss to the improvements that are a part of such property on a
      replacement cost basis. All such insurance policies contain a standard mortgagee
      clause naming the Interim Servicer, its successors and assigns as mortgagee
      and
      all premiums thereon have been paid. If the Mortgaged Property is in an area
      identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the
      Federal Emergency Management Agency as having special flood hazards (and such
      flood insurance has been made available) a flood insurance policy meeting the
      requirements of the current guidelines of the Federal Insurance Administration
      is in effect which policy conforms to the requirements of the Underwriting
      Guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all
      such
      insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to
      do so, authorizes the holder of the Mortgage to maintain such insurance at
      Mortgagor’s cost and expense and to seek reimbursement therefor from the
      Mortgagor;

     

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

     

    (9) The
      Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release;


    
      
        
        

      

      
        SCH.
          IV-2

        
          

        

      

      
        
        

      

    


     

    


     

    (10) The
      Mortgage (including any Negative Amortization which may arise thereunder) is
      a
      valid, existing and enforceable first or second (as indicated on the Mortgage
      Loan Schedule) lien on the Mortgaged Property, including all improvements on
      the
      Mortgaged Property subject only to (a) the lien of current real property taxes
      and assessments not yet due and payable, (b) covenants, conditions and
      restrictions, rights of way, easements and other matters of the public record
      as
      of the date of recording being acceptable to mortgage lending institutions
      generally and specifically referred to in the lender’s title insurance policy
      delivered to the originator of the Mortgage Loan and which do not adversely
      affect the Appraised Value of the Mortgaged Property, (c) to the extent the
      Mortgage Loan is a second lien Mortgage Loan, the related first lien on the
      Mortgaged Property; and (d) other matters to which like properties are commonly
      subject which do not materially interfere with the benefits of the security
      intended to be provided by the Mortgage or the use, enjoyment, value or
      marketability of the related Mortgaged Property. Any security agreement, chattel
      mortgage or equivalent document related to and delivered in connection with
      the
      Mortgage Loan establishes and creates a valid, existing and enforceable first
      or
      second (as indicated on the Mortgage Loan Schedule) lien and first or second
      (as
      indicated on the Mortgage Loan Schedule) priority security interest on the
      property described therein and the Mortgage Loan Seller has full right to sell
      and assign the same to the Purchaser. The Mortgaged Property was not, as of
      the
      date of origination of the Mortgage Loan, subject to a mortgage, deed of trust,
      deed to secure debt or other security instrument creating a lien subordinate
      to
      the lien of the Mortgage;

     

    (11) The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms, except only as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of
      creditors’ rights generally and by law;

     

    (12) All
      parties to the Mortgage Note and the Mortgage had legal capacity to enter into
      the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
      and the Mortgage Note and the Mortgage have been duly and properly executed
      by
      such parties. The Mortgagor is a natural person;

     

    (13) The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor and there is no obligation for the Mortgagee to advance additional
      funds thereunder and any and all requirements as to completion of any on-site
      or
      off-site improvement and as to disbursements of any escrow funds therefor have
      been complied with. All costs, fees and expenses incurred in making or closing
      the Mortgage Loan and the recording of the Mortgage have been paid, and the
      Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage;

     

    (14) Immediately
      prior to the transfer and assignment herein contemplated, the Mortgage Loan
      Seller was the sole legal, beneficial and equitable owner of the Mortgage Note
      and the Mortgage. Mortgage Loan Seller has full right to transfer and sell
      the
      Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien,
      pledge, charge, claim or security interest;


    
      
        
        

      

      
        SCH.
          IV-3

        
          

        

      

      
        
        

      

    


     

    


     

    (15) All
      parties which have had any interest in the Mortgage Loan, whether as mortgagee,
      assignee, pledgee or otherwise, are (or, during the period in which they held
      and disposed of such interest, were) in compliance with any and all applicable
      “doing business” and licensing requirements of the laws of the state wherein the
      Mortgaged Property is located;

     

    (16) The
      Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
      title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan
      has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
      issued by a title insurer acceptable to the Underwriting Guidelines and
      qualified to do business in the jurisdiction where the Mortgaged Property is
      located, insuring (subject to the exceptions contained in (x)(a) and (b) and
      with respect to any second lien Mortgage Loan (c) above) the Mortgage Loan
      Seller, its successors and assigns as to the first or second (as indicated
      on
      the related Mortgage Loan Schedule) priority lien of the Mortgage in the
      original principal amount of the Mortgage Loan (including, if the Mortgage
      Loan
      provides for amortization, the maximum amount of Negative Amortization in
      accordance with the Mortgage) and, with respect to any Adjustable Rate Mortgage
      Loan, against any loss by reason of the invalidity or unenforceability of the
      lien resulting from the provisions of the Mortgage providing for adjustment
      in
      the Mortgage Interest Rate and Monthly Payment and Negative Amortization
      provisions of the Mortgage Note. Additionally, such lender's title insurance
      policy affirmatively insures ingress and egress to and from the Mortgaged
      Property, and against encroachments by or upon the Mortgaged Property or any
      interest therein. The Interim Servicer is the sole insured of such lender's
      title insurance policy, and such lender’s title insurance policy is in full
      force and effect and will be in full force and effect upon the consummation
      of
      the transactions contemplated by this Agreement. No claims have been made under
      such lender's title insurance policy, and no prior holder of the related
      Mortgage, including the Mortgage Loan Seller, has done, by act or omission,
      anything which would impair the coverage of such lender's title insurance
      policy;

     

    (17) There
      is
      no default, breach, violation or event of acceleration existing under the
      Mortgage or the Mortgage Note and, to Mortgage Loan Seller’s or Interim
      Servicer’s knowledge, no event which, with the passage of time or with notice
      and the expiration of any grace or cure period, would constitute a default,
      breach, violation or event of acceleration, and the Mortgage Loan Seller has
      not
      waived any default, breach, violation or event of acceleration. With respect
      to
      each second lien Mortgage Loan (i) the first lien mortgage loan is in full
      force
      and effect, (ii) there is no default, breach, violation or event of acceleration
      existing under such first lien mortgage or the related mortgage note, (iii)
      no
      event which, with the passage of time or with notice and the expiration of
      any
      grace or cure period, would constitute a default, breach, violation or event
      of
      acceleration thereunder, (iv) either (A) the first lien mortgage contains a
      provision which allows or (B) applicable law requires, the mortgagee under
      the
      second lien Mortgage Loan to receive notice of, and affords such mortgagee
      an
      opportunity to cure any default by payment in full or otherwise under the first
      lien mortgage, (v) the related first lien does not provide for or permit
      negative amortization under such first lien Mortgage Loan, and (vi) either
      no
      consent for the Mortgage Loan is required by the holder of the first lien or
      such consent has been obtained and is contained in the Mortgage
      File;


    
      
        
        

      

      
        SCH.
          IV-4

        
          

        

      

      
        
        

      

    


     

    


     

    (18) There
      are
      no mechanics’ or similar liens or claims which have been filed for work, labor
      or material (and no rights are outstanding that under law could give rise to
      such lien) affecting the related Mortgaged Property which are or may be liens
      prior to, or equal or coordinate with, the lien of the related
      Mortgage;

     

    (19) As
      of the
      date of origination of the Mortgage Loan, all improvements which were considered
      in determining the Appraised Value of the related Mortgaged Property lay wholly
      within the boundaries and building restriction lines of the Mortgaged Property,
      and no improvements on adjoining properties encroach upon the Mortgaged
      Property;

     

    (20) The
      Mortgage Loan was originated by the Interim Servicer or by a savings and loan
      association, a savings bank, a commercial bank or similar banking institution
      which is supervised and examined by a federal or state authority, or by a
      mortgagee approved as such by the Secretary of HUD;

     

    (21) Principal
      payments on the Mortgage Loan shall commence (with respect to newly originated
      Mortgage Loans) or commenced no more than sixty days after the proceeds of
      the
      Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
      Interest Rate. With respect to each Mortgage Loan which is not a Negative
      Amortization Loan, the Mortgage Note is payable on the first day of each month
      in Monthly Payments, which, in the case of a Fixed Rate Mortgage Loans, are
      sufficient to fully amortize the original principal balance over the original
      term thereof (other than with respect to a Mortgage Loan identified on the
      related Mortgage Loan Schedule as an interest-only Mortgage Loan during the
      interest-only period or a Mortgage Loan which is identified on the related
      Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the
      related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage
      Loan, are changed on each Adjustment Date, and in any case, are sufficient
      to
      fully amortize the original principal balance over the original term thereof
      (other than with respect to a Mortgage Loan identified on the related Mortgage
      Loan Schedule as an interest-only Mortgage Loan during the interest-only period
      or a Mortgage Loan which is identified on the related Mortgage Loan Schedule
      as
      a Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
      Rate. With respect to each Negative Amortization Mortgage Loan, the related
      Mortgage Note requires a Monthly Payment which is sufficient during the period
      following each Payment Adjustment Date, to fully amortize the outstanding
      principal balance as of the first day of such period (including any Negative
      Amortization) over the then remaining term of such Mortgage Note and to pay
      interest at the related Mortgage Interest Rate; provided, that the Monthly
      Payment shall not increase to an amount that exceeds 107.5% of the amount of
      the
      Monthly Payment that was due immediately prior to the Payment Adjustment Date;
      provided, further, that the payment adjustment cap shall not be applicable
      with
      respect to the adjustment made to the Monthly Payment that occurs in a year
      in
      which the Mortgage Loan has been outstanding for a multiple of 5 years and
      in
      any such year the Monthly Payment shall be adjusted to fully amortize the
      Mortgage Loan over the remaining term. With respect to each Mortgage Loan
      identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan,
      the
      interest-only period shall not exceed ten (10) years (or such other period
      specified on the Mortgage Loan Schedule) and following the expiration of such
      interest-only period, the remaining Monthly Payments shall be sufficient to
      fully amortize the original principal balance over the remaining term of the
      Mortgage Loan. With respect to each Balloon Mortgage Loan, the Mortgage Note
      requires a monthly payment which is sufficient to fully amortize the original
      principal balance over the original term thereof and to pay interest at the
      related Mortgage Interest Rate and requires a final Monthly Payment
      substantially greater than the preceding monthly payment which is sufficient
      to
      repay the remained unpaid principal balance of the Balloon Mortgage Loan as
      the
      Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
      Loan is as defined in the related Confirmation. No Mortgage Loan is a
      Convertible Mortgage Loan;


    
      
        
        

      

      
        SCH.
          IV-5

        
          

        

      

      
        
        

      

    


     

    


     

    (22) The
      origination, servicing and collection practices used by the Interim Servicer
      with respect to each Mortgage Note and Mortgage including, without limitation,
      the establishment, maintenance and servicing of the Escrow Accounts and Escrow
      Payments, if any, since origination, have been in all respects legal, proper,
      prudent and customary in the mortgage origination and servicing industry. The
      Mortgage Loan has been serviced by the Interim Servicer and any predecessor
      servicer in accordance with the terms of the Mortgage Note. With respect to
      escrow deposits and Escrow Payments (other than with respect to each Mortgage
      Loan which is indicated by the Interim Servicer to be a second lien Mortgage
      Loan and for which the mortgagee under the first lien is collecting Escrow
      Payments), if any, all such payments are in the possession of, or under the
      control of, the Interim Servicer and there exist no deficiencies in connection
      therewith for which customary arrangements for repayment thereof have not been
      made. No escrow deposits or Escrow Payments or other charges or payments due
      the
      Interim Servicer have been capitalized under any Mortgage or the related
      Mortgage Note and no such escrow deposits or Escrow Payments are being held
      by
      the Interim Servicer for any work on a Mortgaged Property which has not been
      completed;

     

    (23) The
      Mortgaged Property is free of material damage and waste and there is no
      proceeding pending for the total or partial condemnation thereof;

     

    (24) The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (a) in the case of a Mortgage designated as a
      deed
      of trust, by trustee’s sale, and (b) otherwise by judicial or non-judicial
      foreclosure. The Mortgaged Property has not been subject to any bankruptcy
      proceeding or foreclosure proceeding and the Mortgagor has not filed for
      protection under applicable bankruptcy laws. There is no homestead or other
      exemption available to the Mortgagor that would materially interfere with the
      right to sell the Mortgaged Property at a trustee’s sale or the right to
      foreclose the Mortgage subject to applicable federal and state laws and judicial
      precedent with respect to bankruptcy and rights of redemption. The Mortgagor
      has
      not notified the Mortgage Loan Seller and the Mortgage Loan Seller has no
      knowledge of any relief requested by the Mortgagor under the Servicemembers
      Civil Relief Act;


    
      
        
        

      

      
        SCH.
          IV-6

        
          

        

      

      
        
        

      

    


     

    


     

    (25) The
      Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
      in
      effect at the time the Mortgage Loan was originated; and the Mortgage Note
      and
      Mortgage are on forms acceptable to prudent mortgage lending institutions in
      the
      secondary market;

     

    (26) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in
      (x) above;

     

    (27) The
      Mortgage File contains an appraisal of the related Mortgaged Property which
      was
      on appraisal form 1004 or form 2055 with an interior inspection and was made
      and
      signed, prior to the approval of the Mortgage Loan application, by a qualified
      appraiser, duly appointed by the Mortgage Loan Seller or the Interim Servicer,
      who had no interest, direct or indirect in the Mortgaged Property or in any
      loan
      made on the security thereof, whose compensation is not affected by the approval
      or disapproval of the Mortgage Loan and who met the minimum qualifications
      of
      FNMA and FHLMC. Each appraisal of the Mortgage Loan was made in accordance
      with
      the relevant provisions of the Financial Institutions Reform, Recovery, and
      Enforcement Act of 1989;

     

    (28) In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Purchaser to the trustee under the deed of trust, except in
      connection with a trustee’s sale after default by the Mortgagor;

     

    (29) No
      Mortgage Loan contains provisions pursuant to which Monthly Payments are (a)
      paid or partially paid with funds deposited in any separate account established
      by the Mortgage Loan Seller, the Interim Servicer, the Mortgagor, or anyone
      on
      behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or
      (c)
      contains any other similar provisions which may constitute a “buydown”
provision. The Mortgage Loan is not a graduated payment mortgage loan and the
      Mortgage Loan does not have a shared appreciation or other contingent interest
      feature;

     

    (30) The
      Mortgagor has executed a statement to the effect that the Mortgagor has received
      all disclosure materials required by applicable law with respect to the making
      of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
      adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
      and
      rescission materials with respect to Refinanced Mortgage Loans, and such
      statement is and will remain in the Mortgage File;

     

    (31) No
      Mortgage Loan was made in connection with (a) the construction or rehabilitation
      of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
      Mortgaged Property;

     

    (32) Neither
      the Mortgage Loan Seller nor the Interim Servicer has knowledge of any
      circumstances or condition with respect to the Mortgage, the Mortgaged Property,
      the Mortgagor or the Mortgagor’s credit standing that can reasonably be expected
      to cause the Mortgage Loan to be an unacceptable investment, or cause the
      Mortgage Loan to become delinquent, in each instance, taking into account the
      relative Underwriting Guidelines applicable to the related
      Mortgagor;


    
      
        
        

      

      
        SCH.
          IV-7

        
          

        

      

      
        
        

      

    


     

    


     

    (33) No
      Mortgage Loan had an LTV or CLTV at origination in excess of 100%;

     

    (34) As
      of the
      related Closing Date, the Mortgaged Property is lawfully occupied under
      applicable law; all inspections, licenses and certificates required to be made
      or issued with respect to all occupied portions of the Mortgaged Property and,
      with respect to the use and occupancy of the same, including but not limited
      to
      certificates of occupancy, have been made or obtained from the appropriate
      authorities;

     

    (35) No
      error,
      omission, misrepresentation, negligence, fraud or similar occurrence with
      respect to the origination, modification or amendment of a Mortgage Loan has
      taken place on the part of any person, including without limitation the
      Mortgagor, any appraiser, any builder or developer, or any other party involved
      in the origination of the Mortgage Loan or in the application of any insurance
      in relation to such Mortgage Loan;

     

    (36) The
      Assignment of Mortgage is in recordable form, except for the name of the
      assignee which is blank, and is acceptable for recording under the laws of
      the
      jurisdiction in which the Mortgaged Property is located;

     

    (37) Any
      principal advances made to the Mortgagor after the date of origination of the
      Mortgage Loan but prior to the Cut-off Date have been consolidated with the
      outstanding principal amount secured by the Mortgage, and the secured principal
      amount, as consolidated, bears a single interest rate and single repayment
      term.
      The lien of the Mortgage securing the consolidated principal amount is expressly
      insured as having first or second (as indicated on the Mortgage Loan Schedule)
      lien priority by a title insurance policy, an endorsement to the policy insuring
      the mortgagee's consolidated interest or by other title evidence acceptable
      to
      FNMA or FHLMC. The consolidated principal amount does not exceed the original
      principal amount of the Mortgage Loan plus any Negative
      Amortization;

     

    (38) If
      the
      Residential Dwelling on the Mortgaged Property is a condominium unit or a unit
      in a planned unit development (other than a de minimis planned unit development)
      such condominium or planned unit development project meets the eligibility
      requirements of the Underwriting Guidelines;

     

    (39) To
      the
      extent required by the Underwriting Guidelines, the source of the down payment
      with respect to each Mortgage Loan has been fully verified by the Mortgage
      Loan
      Seller or Interim Servicer;

     

    (40) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months;


    
      
        
        

      

      
        SCH.
          IV-8

        
          

        

      

      
        
        

      

    


     

    


     

    (41) The
      Mortgaged Property is in material compliance with all applicable environmental
      laws pertaining to environmental hazards including, without limitation,
      asbestos, and neither the Mortgage Loan Seller, the Interim Servicer nor, to
      the
      Mortgage Loan Seller’s or the Interim Servicer’s knowledge, the related
      Mortgagor, has received any notice of any violation or potential violation
      of
      such law;

     

    (42) The
      Mortgage Loan Seller shall, at its own expense, cause each Mortgage Loan to
      be
      covered by a Tax Service Contract which is assignable to the Purchaser or its
      designee; provided however, that if the Mortgage Loan Seller fails to purchase
      such Tax Service Contract, the Mortgage Loan Seller shall be required to
      reimburse the Purchaser for all costs and expenses incurred by the Purchaser
      in
      connection with the purchase of any such Tax Service Contract;

     

    (43) Each
      Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
      to
      the Purchaser or its designee or, for each Mortgage Loan not covered by such
      Flood Zone Service Contract, the Mortgage Loan Seller agrees to purchase such
      Flood Zone Service Contract;

     

    (44) As
      of the
      related Closing Date, no Mortgage Loan is (a) subject to the provisions of
      the
      Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
      loan or “predatory” mortgage loan or any other comparable term, no matter how
      defined under any federal, state or local law, or (c) subject to any comparable
      federal, state or local statutes or regulations, or any other statute or
      regulation providing for heightened regulatory scrutiny or assignee liability
      to
      holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as
      applicable (as such terms are defined in the then applicable Standard &
Poor’s LEVELS® Glossary Revised, Appendix E);

     

    (45) No
      predatory, abusive or deceptive lending practices, including but not limited
      to,
      the extension of credit to a mortgagor without regard for the mortgagor’s
      ability to repay the Mortgage Loan and the extension of credit to a mortgagor
      which has no apparent benefit to the mortgagor, were employed in connection
      with
      the origination of the Mortgage Loan;

     

    (46) The
      debt-to-income ratio of the related Mortgagor was not greater than 55% at the
      origination of the related Mortgage Loan;

     

    (47) No
      Mortgagor was required to purchase any credit insurance product (e.g., life,
      mortgage, disability, accident, unemployment or health insurance product) or
      debt cancellation agreement as a condition of obtaining the extension of credit.
      No Mortgagor obtained a prepaid single premium credit life, mortgage,
      disability, accident, unemployment or health insurance product in connection
      with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan
      were used to purchase single premium credit insurance policies as part of the
      origination of, or as a condition to closing, such Mortgage
      Loan;


    
      
        
        

      

      
        SCH.
          IV-9

        
          

        

      

      
        
        

      

    


     

    


     

    (48) The
      Mortgage Loans were not selected from the outstanding one to four-family
      mortgage loans in the Mortgage Loan Seller’s portfolio at the related Closing
      Date as to which the representations and warranties set forth in this Agreement
      could be made in a manner so as to affect adversely the interests of the
      Purchaser;

     

    (49) The
      Mortgage contains a provision for the acceleration of the payment of the unpaid
      principal balance of the Mortgage Loan in the event that the Mortgaged Property
      is sold or transferred without the prior written consent of the mortgagee
      thereunder;

     

    (50) The
      Mortgage Loan complies with all applicable consumer credit statutes and
      regulations, including, without limitation, the respective Uniform Consumer
      Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
      Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
      originated by a properly licensed entity, and in all other respects, complies
      with all of the material requirements of any such applicable laws;

     

    (51) The
      information set forth in the Prepayment Charge Schedule is complete, true and
      correct in all material respects and, subject to applicable federal and state
      law, each Prepayment Charge is permissible, enforceable and
      collectable;

     

    (52) The
      Mortgage Loan was not prepaid in full prior to the Closing Date and neither
      the
      Mortgage Loan Seller nor the Interim Servicer has received notification from
      a
      Mortgagor that a prepayment in full shall be made after the Closing
      Date;

     

    (53) No
      Mortgage Loan is secured by cooperative housing, commercial property or mixed
      use property;

     

    (54) Except
      as
      set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
      are
      subject to a prepayment penalty. For any Mortgage Loan originated prior to
      October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty
      does not extend beyond five years after the date of origination. For any
      Mortgage Loan originated on or following October 1, 2002 that is subject to
      a
      prepayment penalty, such prepayment penalty does not extend beyond three years
      after the date of origination. With respect to any Mortgage Loan that contains
      a
      provision permitting imposition of a premium upon a prepayment prior to
      maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to
      such premium in exchange for a monetary benefit, including but not limited
      to a
      rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the
      Mortgagor was offered the option of obtaining a Mortgage Loan that did not
      require payment of such a premium, (iii) the prepayment premium is disclosed
      to
      the Mortgagor in the loan documents pursuant to applicable state and federal
      law, and (iv) notwithstanding any state or federal law to the contrary, the
      Interim Servicer shall not impose such prepayment premium in any instance when
      the mortgage debt is accelerated as the result of the Mortgagor’s default in
      making the loan payments;


    
      
        
        

      

      
        SCH.
          IV-10

        
          

        

      

      
        
        

      

    


     

    


     

    (55) The
      Mortgage Loan Seller and the Interim Servicer have complied with all applicable
      anti-money laundering laws and regulations, including without limitation the
      USA
      Patriot Act of 2001 (collectively, the “Anti-Money
      Laundering Laws”);
      the
      Mortgage Loan Seller and the Interim Servicer have established an anti-money
      laundering compliance program as required by the Anti-Money Laundering Laws,
      have conducted the requisite due diligence in connection with the origination
      of
      each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including
      with respect to the legitimacy of the applicable Mortgagor and the origin of
      the
      assets used by the said Mortgagor to purchase the property in question, and
      maintains, and will maintain, sufficient information to identify the applicable
      Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan
      is
      subject to nullification pursuant to Executive Order 13224 (the “Executive
      Order”)
      or the
      regulations promulgated by the Office of Foreign Assets Control of the United
      States Department of the Treasury (the “OFAC
      Regulations”)
      or in
      violation of the Executive Order or the OFAC Regulations, and no Mortgagor
      is
      subject to the provisions of such Executive Order or the OFAC Regulations nor
      listed as a “blocked person” for purposes of the OFAC Regulations;

     

    (56) No
      Mortgagor was encouraged or required to select a Mortgage Loan product offered
      by the Mortgage Loan Seller or Interim Servicer which is a higher cost product
      designed for less creditworthy borrowers, unless at the time of the Mortgage
      Loan’s origination, such Mortgagor did not qualify taking into account credit
      history and debt to income ratios for a lower cost credit product then offered
      by the Mortgage Loan Seller or any affiliate of the Mortgage Loan Seller. If,
      at
      the time of loan application, the Mortgagor may have qualified for a for a
      lower
      cost credit product then offered by any mortgage lending affiliate of the
      Mortgage Loan Seller, the Mortgage Loan Seller referred the Mortgagor’s
      application to such affiliate for underwriting consideration;

     

    (57) The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs objective mathematical principles which relate the Mortgagor’s income,
      assets, liabilities and/or credit history to the proposed payment and such
      underwriting methodology does not rely on the extent of the Mortgagor’s equity
      in the collateral as the principal determining factor in approving such credit
      extension. Such underwriting methodology confirmed that at the time of
      origination (application/approval) the Mortgagor had a reasonable ability to
      make timely payments on the Mortgage Loan;

     

    (58) With
      respect to each Mortgage Loan, the Interim Servicer has fully and accurately
      furnished complete information on the related borrower credit files to Equifax,
      Experian and Trans Union Credit Information Company, in accordance with the
      Fair
      Credit Reporting Act and its implementing regulations, on a monthly basis and
      the Interim Servicer for each Loan will furnish, in accordance with the Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      information on its borrower credit files to Equifax, Experian, and Trans Union
      Credit Information Company, on a monthly basis;

     

    (59) All
      points and fees related to each Mortgage Loan were disclosed in writing to
      the
      related Borrower in accordance with applicable state and federal laws and
      regulations. Except in the case of a Mortgage Loan in an original principal
      amount of less than $60,000 which would have resulted in an unprofitable
      origination, no related Borrower was charged “points and fees” (whether or not
      financed) in an amount greater than 8% of the principal amount of such loan,
      and
      the amount of any such “points and fees” were in accordance with applicable
      state laws. All fees and charges (including finance charges) and whether or
      not
      financed, assessed, collected or to be collected in connection with the
      origination and servicing of each such Mortgage Loan were disclosed in writing
      to the related Mortgagor in accordance with applicable state and federal laws
      and regulations;


    
      
        
        

      

      
        SCH.
          IV-11

        
          

        

      

      
        
        

      

    


     

    


     

    (60) The
      Interim Servicer will transmit full-file credit reporting data for each Mortgage
      Loan and for each Mortgage Loan, Interim Servicer agrees it shall report one
      of
      the following statuses each month as follows: new origination, current,
      delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

     

    (61) No
      Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
      Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
      New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
      et
      seq.);

     

    (62) Each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1);

     

    (63) No
      Mortgage Loan is secured by real property or secured by a manufactured home
      located in the state of Georgia unless (x) such Mortgage Loan was originated
      prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
      the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
      Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
      defined in the Georgia Fair Lending Act, as amended (the “Georgia
      Act”).
      Each
      Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
      applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
      occupied real property or an owner occupied manufactured home located in the
      State of Georgia was originated (or modified) on or after October 1, 2002
      through and including March 6, 2003;

     

    (64) No
      Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
      Section 6-1, effective as of April 1, 2003;

     

    (65) No
      Mortgage Loan (a) is secured by property located in the State of New York;
      (b)
      had an unpaid principal balance at origination of $300,000 or less, and (c)
      has
      an application date on or after April 1, 2003, the terms of which Mortgage
      Loan
      equal or exceed either the APR or the points and fees threshold for “high-cost
      home loans”, as defined in Section 6-1 of the New York State Banking
      Law;

     

    (66) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
      Protection Act effective July 16, 2003 (Act 1340 or 2003);

     

    (67) No
      Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
      loan statute effective June 24, 2003 (Ky. Rev. Stat.
      Section 360.100);


    
      
        
        

      

      
        SCH.
          IV-12

        
          

        

      

      
        
        

      

    


     

    


     

    (68) No
      Mortgage Loan secured by property located in the State of Nevada is a “home
      loan” as defined in the Nevada Assembly Bill No. 284;

     

    (69) No
      Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
      Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
      New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
      et
      seq.);

     

    (70) No
      Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
      and
      Equity protection Act;

     

    (71) No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (72) No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (73) No
      Loan
      that is secured by property located within the State of Maine meets the
      definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
      Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
      defined under the Maine House Bill 383 L.D. 494, effective as of September
      13,
      2003;

     

    (74) With
      respect to any Loan for which a mortgage loan application was submitted by
      the
      Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property in
      the
      State of Illinois which has a Loan Interest Rate in excess of 8.0% per annum
      has
      lender-imposed fees (or other charges) in excess of 3.0% of the original
      principal balance of the Loan;

     

    (75) No
      Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of
      Massachusetts was made to pay off or refinance an existing loan or other debt
      of
      the related borrower (as the term “borrower” is defined in the regulations
      promulgated by the Massachusetts Secretary of State in connection with
      Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
      Interest Rate (that would be effective once the introductory rate expires,
      with
      respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
      than
      2.25% the yield on United States Treasury securities having comparable periods
      of maturity to the maturity of the related Mortgage Loan as of the fifteenth
      day
      of the month immediately preceding the month in which the application for the
      extension of credit was received by the related lender or (b) the Mortgage
      Loan
      is an “open-end home loan” (as such term is used in the Massachusetts House Bill
      4880 (2004)) and the related Mortgage Note provides that the related Mortgage
      Interest Rate may not exceed at any time the Prime rate index as published
      in
      The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
      Loan
      is in the “borrower's interest,” as documented by a “borrower's interest
      worksheet” for the particular Mortgage Loan, which worksheet incorporates the
      factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
      promulgated thereunder for determining “borrower's interest,” and otherwise
      complies in all material respects with the laws of the Commonwealth of
      Massachusetts;


    
      
        
        

      

      
        SCH.
          IV-13

        
          

        

      

      
        
        

      

    


     

    


     

    (76) 
      No Loan
      is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
      Code Ann. §§ 24-9-1-1 et seq.;

     

    (77) The
      Mortgagor has not made or caused to be made any payment in the nature of an
      “average” or “yield spread premium” to a mortgage broker or a like Person which
      has not been fully disclosed to the Mortgagor;

     

    (78) The
      sale
      or transfer of the Mortgage Loan by the Mortgage Loan Seller complies with
      all
      applicable federal, state, and local laws, rules, and regulations governing
      such
      sale or transfer, including, without limitation, the Fair and Accurate Credit
      Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
      amended from time to time, and the Mortgage Loan Seller has not received any
      actual or constructive notice of any identity theft, fraud, or other
      misrepresentation in connection with such Mortgage Loan or any party
      thereto;

     

    (79) With
      respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
      accurately provided on the Mortgage Loan Schedule. The related Assignment of
      Mortgage to MERS has been duly and properly recorded, or has been delivered
      for
      recording to the applicable recording office;

     

    (80) With
      respect to each MOM Loan, Mortgage Loan Seller has not received any notice
      of
      liens or legal actions with respect to such Mortgage Loan and no such notices
      have been electronically posted by MERS;

     

    (81) With
      respect to each Mortgage Loan, (i) if the related first lien provides for
      negative amortization, the CLTV was calculated at the maximum principal balance
      of such first lien that could result upon application of such negative
      amortization feature, and (ii) either no consent for the Mortgage Loan is
      required by the holder of the first lien or such consent has been obtained
      and
      is contained in the Mortgage File; and

     

    (82) No
      Mortgagor was required to submit to arbitration to resolve any dispute arising
      out of or relating in any way to the Mortgage Loan transaction.

     

    (83) No
      Mortgage Loan that was originated on or after October 31, 2004, is subject
      to
      mandatory arbitration except when the terms of the arbitration also contain
      a
      waiver provision that provides that in the event of a sale or transfer of the
      Mortgage Loan or interest in the Mortgage Loan to Fannie Mae, the terms of
      the
      arbitration are null and void and cannot be reinstated; 

     

    (84) 
      No
      Mortgage Loan is secured by a lien on a “condo hotel;”

     

    (85) With
      respect to any Mortgage Loan insured by PMI:

    such
      Mortgage Loan is an Eligible Loan;

     


    
      
        
        

      

      
        SCH.
          IV-14

        
          

        

      

      
        
        

      

    


    


     

     

    (B) the
      description of each Mortgage Loan contained in the Mortgage Loan Schedule
      submitted to Purchaser on the related Closing Date is true and correct in all
      material respects;

     

    (C) such
      Mortgage Loan has not been past due with respect to any scheduled installment
      payment during the twelve (12) months immediately preceding the related Closing
      Date, nor has such Mortgage Loan ever been sixty (60) days or more past due
      with
      respect to any scheduled installment payment;

     

    (D) an
      appraisal (and not an automated valuation model) was obtained in connection
      with
      such Mortgage Loan, unless the use of an alternative evaluation methodology
      was
      disclosed to Purchaser;

     

    (E) such
      Mortgage Loan was originated in compliance with the originator’s underwriting
      guidelines;

     

    (F) such
      Mortgage Loan has not been in foreclosure at any time prior to the related
      Closing Date, nor has any borrower on such Mortgage Loan been a party to any
      foreclosure action within twelve (12) months prior to the origination of such
      Mortgage Loan unless a reasonable exception to the originator’s underwriting
      guidelines was made and documented in the origination file; and

     

    (G) multiple
      loans to one borrower have been disclosed to the Purchaser in the related
      Mortgage Loan Schedule, or a separate file sent by the Company.

     

     


    
      
        
        

      

      
        SCH.
          IV-15

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      A

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
      TO
      ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
      ANY
      CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST
      IN
      A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
      AND
      CERTAIN OTHER ASSETS.

     

    PRIOR
      TO
      THE TERMINATION OF THE SWAP AGREEMENT AND THE CAP AGREEMENT, NO TRANSFER OF
      THIS
      CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A
      REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
      THAT
      EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF ERISA AND/OR SECTION
      4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN’S OR
      ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A “PLAN”) NOR
      A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH
      PLAN
      TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE
      ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
      (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23. ANY PURPORTED
      TRANSFER OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SWAP AGREEMENT
      AND
      THE CAP AGREEMENT TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE TRUSTEE
      OF A REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.
      IF
      THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED
      TO
      HAVE MADE A REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH,
      AS APPLICABLE.


    
      
        
        

      

      
        EXHIBIT
          A-1

        
          

        

      

      
        
        

      

    


     

    


    


    
      	
               

              Certificate
                No:

            	 	
               

              1

            
	
               

              Cut-off
                Date:

            	 	
               

              January
                1, 2006

            
	
               

              First
                Distribution Date:

            	 	
               

              February
                27, 2006

            
	
               

              Initial
                Certificate Balance of this Certificate (“Denomination”):

            	 	
               

              $[ 
]

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          A-2

        
          

        

      

      
        
        

      

    

     

    
      	
               

              Initial
                Certificate Balances of all Certificates of this Class:

            	
               

              I-A

            	 $	
              119,285,000

            
	 	
              II-A

            	 $	
              146,131,000

            
	 	
              M-1

            	 $	
              11,504,000

            
	 	
              M-2

            	 $	
              10,353,000

            
	 	
              M-3

            	 $	
              6,409,000

            
	 	
              M-4

            	 $	
              5,587,000

            
	 	
              M-5

            	 $	
              5,423,000

            
	 	
              M-6

            	 $	
              4,930,000

            
	 	
              M-7

            	 $	
              4,601,000

            
	 	
              M-8

            	 $	
              3,779,000

            
	 	
              M-9

            	 $	
              2,958,000

            
	 	
              M-10

            	 $	
              2,300,000

            
	 	
              M-11

            	 $	
              3,286,000

            
	 	 	 	 
	
               

              CUSIP:

            	
               

              I-A

            	 	
              40430H
                EQ 7

            
	 	
              II-A

            	 	
              40430H
                ER 5

            
	 	
              M-1

            	 	
              40430H
                ES 3

            
	 	
              M-2

            	 	
              40430H
                ET 1

            
	 	
              M-3

            	 	
              40430H
                EU 8

            
	 	
              M-4

            	 	
              40430H
                EV 6

            
	 	
              M-5

            	 	
              40430H
                EW 4

            
	 	
              M-6

            	 	
              40430H
                EX 2

            
	 	
              M-7

            	 	
              40430H
                EY 0

            
	 	
              M-8

            	 	
              40430H
                EZ 7

            
	 	
              M-9

            	 	
              40430H
                FA 1

            
	 	
              M-10

            	 	
              40430H
                FB 9

            
	 	
              M-11

            	 	
              40430H
                FC 7

            
	 	 	 	 
	
               

              ISIN:

            	
               

              I-A

            	 	
              US40430HEQ74

            
	 	
              II-A

            	 	
              US40430HER57

            
	 	
              M-1

            	 	
              US40430HES31

            
	 	
              M-2

            	 	
              US40430HET14

            
	 	
              M-3

            	 	
              US40430HEU86

            
	 	
              M-4

            	 	
              US40430HEV69

            
	 	
              M-5

            	 	
              US40430HEW43

            
	 	
              M-6

            	 	
              US40430HEX26

            
	 	
              M-7

            	 	
              US40430HEY09

            
	 	
              M-8

            	 	
              US40430HEZ73

            
	 	
              M-9

            	 	
              US40430HFA14

            
	 	
              M-10

            	 	
              US40430HFB96

            
	 	
              M-11

            	 	
              US40430HFC79

            


    


    
      
        
        

      

      
        EXHIBIT
          A-3

        
          

        

      

      
        
        

      

    


    
       

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

    [Class
      [I-][II-][A[-__][Class M-__]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Balance at any time may be less than the
      Certificate Balance as set forth herein. This Certificate does not evidence
      an
      obligation of, or an interest in, and is not guaranteed by the Depositor, the
      Trustee or any other party to the Agreement referred to below or any of their
      respective affiliates. Neither this Certificate nor the Mortgage Loans are
      guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that [____________]is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the denomination of this
      Certificate by the aggregate of the denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”)
      among
      HSI Asset Securitization Corporation, as depositor (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *


    
      
        
        

      

      
        EXHIBIT
          A-4

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    
      	
              Dated:

            	 


    

     

    
      	
              Dated:

            	 	 
	 	
              WELLS
                FARGO BANK, N.A.,

              not
                in its individual capacity, but solely as
Securities
                Administrator

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 


    

     

    
      	Authenticated:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	 	 	 	 
	 	
              

              Authorized
                Signatory of

              WELLS
                FARGO BANK, N.A.,

              not
                in its individual capacity,

              but
                solely as Securities Administrator

            	 	 	
            
	 	 	 	 	 


    

    
    

     

    
      
        
        

      

      
        EXHIBIT
          A-5

        
          

        

      

      
        
        

      

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION 

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Securitization Corporation Trust 2006-NC1 Mortgage Pass-Through
      Certificates, of the Series specified on the face hereof (herein collectively
      called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or Supplemental Interest Trust
      Account for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the Business Day immediately preceding such
      Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.


    
      
        
        

      

      
        EXHIBIT
          A-6

        
          

        

      

      
        
        

      

    


     

    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and on
      any
      Distribution Date thereafter; provided,
      however,
      the
      Servicer may exercise the option to purchase the Mortgage Loans and thereby
      cause the termination of the Trust on the Distribution Date following the month
      in which the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period is less than or equal to 5% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, if the
      Depositor has not previously provided instructions to the Master Servicer to
      exercise such option on the Depositor’s behalf on such Distribution Date;
provided,
      further,
      that
      the Master Servicer may in its own right exercise the option to purchase the
      Mortgage Loans if the Servicer fails to exercise its option as described in
      the
      immediately preceding proviso.


    
      
        
        

      

      
        EXHIBIT
          A-7

        
          

        

      

      
        
        

      

    


     

    


     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.


    
      
        
        

      

      
        EXHIBIT
          A-8

        
          

        

      

      
        
        

      

    


     

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        

      

    

     

    
      	
              Dated:

            	 


    

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
              by or on behalf of
              assignor


    

     

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________,
        ____________________________________________________, for the account of
        _________________, account number __________, or, if mailed by check, to
        _________________________________________. 

      Applicable
        statements should be mailed to ________________________________,
        _____________________________________________ 

      


      This
        information is provided by _____________________________________________,
        the
        assignee named above, or _______________________________, as its agent.


    

    
 

    
      
        
        

      

      
        EXHIBIT
          A-9

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      B

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER IN
      THE
      FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER
      (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER IN THE FORM OF
      EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIES
      ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE
      TRANSFEROR, STATING THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER
      TO
      THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
      TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
      SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      OR A
      PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
      THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO
      A
      PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO
      SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY
      SUCH
      PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND
      OF
      NO EFFECT.

     

    
      	
               

              Certificate
                No.

            	
               

              :

            	
               

              1

            
	
               

              Cut-off
                Date

            	
               

              :

            	
               

              February
                1, 2006

            
	
               

              First
                Distribution Date

            	
               

              :

            	
               

              March
                25, 2006

            
	
               

              Percentage
                Interest of this Certificate 

            	
               

              :

            	
               

              [___]%

            
	
               

              CUSIP

            	
               

              :

            	
               

              40430H
                FD 5

            
	
               

              ISIN

            	
               

              :

            	
               

              40430HFD52

            


    


    
      
        
        

      

      
        EXHIBIT
          B-1

        
          

        

      

      
        
        

      

    



     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    Class
      P

     

    evidencing
      a percentage interest in the distribution of Prepayment Charges allocable to
      the
      Certificates of the above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Trustee or any other party to the Agreement
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that HSBC SECURITIES (USA) INC. is the registered owner of the
      Percentage Interest evidenced by this Certificate (obtained by dividing the
      denomination of this Certificate by the aggregate of the denominations of all
      Certificates of the Class to which this Certificate belongs) in certain monthly
      distributions of Prepayment Charges pursuant to a Pooling and Servicing
      Agreement dated as of the Cut-off Date specified above (the “Agreement”)
      among
      HSI Asset Securitization Corporation, as depositor (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    This
      Certificate does not have an Interest Rate and will solely be entitled to
      receive distributions of Prepayment Charges to the extent set forth in the
      Agreement. In addition, any distribution of the proceeds of any remaining assets
      of the Trust will be made only upon presentment and surrender of this
      Certificate at the offices designated by the Securities Administrator for such
      purpose, or such other location specified in the notice to
      Certificateholders.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”),
      and
      any applicable state securities laws or is made in accordance with the 1933
      Act
      and such laws. In the event of any such transfer, the Securities Administrator
      shall require the transferor to execute a transferor certificate (in
      substantially the form attached to the Agreement) and deliver either (i) a
      Rule 144A Letter, in either case substantially in the form attached to the
      Agreement, or (ii) a written Opinion of Counsel to the Securities
      Administrator that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from the 1933 Act
      or
      is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an
      expense of the transferor.


    
      
        
        

      

      
        EXHIBIT
          B-2

        
          

        

      

      
        
        

      

    


     

    


     

    No
      transfer of a Certificate of this Class shall be made unless the Securities
      Administrator shall have received a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Securities Administrator, to the effect that such transferee is not an employee
      benefit plan subject to Section 406 of ERISA, Section 4975 of the Code
      or any materially similar provisions of applicable federal, state or local
      law
      (“Similar
      Law”),
      or a
      person acting on behalf of or investing plan assets of any such plan, which
      representation letter shall not be an expense of the Securities
      Administrator.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *


    
      
        
        

      

      
        EXHIBIT
          B-3

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

     

    
      	
              Dated:

            	 	
              WELLS
                FARGO BANK, N.A.,

              not
                in its individual capacity, but solely as

              Securities
                Administrator

            
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 


    

     

    
       

      
        	Authenticated:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	 	 	 	 
	 	
                

                 Authorized
                  Signatory of

                WELLS
                  FARGO BANK, N.A.,

                not
                  in its individual capacity,

                but
                  solely as Securities Administrator

              	 	 	
              
	 	 	 	 	 


      

    

     

    



    
      
        
        

      

      
        EXHIBIT
          B-4

        
          

        

      

      
        
        

      

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Securitization Corporation Trust 2006-NC1 Mortgage Pass-Through
      Certificates, of the Series specified on the face hereof (herein collectively
      called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or constituting Prepayment Charges
      for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.


    
      
        
        

      

      
        EXHIBIT
          B-5

        
          

        

      

      
        
        

      

    


     

    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and on
      any
      Distribution Date thereafter; provided,
      however,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loans and thereby cause the termination of the Trust on the
      Distribution date following the month in which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      is
      less than or equal to 5% of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date, if the Depositor has not previously
      provided instructions to the Master Servicer to exercise such option on the
      Depositor’s behalf on such Distribution Date; provided,
      further,
      that
      the Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loan if the Servicer fails to exercise its option in accordance with
      the immediately preceding proviso. 


    
      
        
        

      

      
        EXHIBIT
          B-6

        
          

        

      

      
        
        

      

    


     

    


     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.


    
      
        
        

      

      
        EXHIBIT
          B-7

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        

      

    

     

    
      	
              Dated:

            	 


    

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
              by or on behalf of
              assignor


    

     

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      
        
          Distributions
            shall be made, by wire transfer or otherwise, in immediately available
            funds to
            ___________________________________________________,
            ____________________________________________________, for the account
            of
            _________________, account number __________, or, if mailed by check,
            to
            _________________________________________. 

          Applicable
            statements should be mailed to ________________________________,
            _____________________________________________ 

          


          This
            information is provided by _____________________________________________,
            the
            assignee named above, or _________________________________, as its agent.
            

        



    

    



    
      
        
        

      

      
        EXHIBIT
          B-8

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      C

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFER AFFIDAVIT IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED (I) TO A PERSON
      OTHER THAN A PERMITTED TRANSFEREE IN COMPLIANCE WITH SECTION 5.02(C) OF THE
      AGREEMENT OR (II) UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES
      ADMINISTRATOR A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY
      SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      OR A
      PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT
      THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO
      A
      PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO
      SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY
      SUCH
      PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND
      OF
      NO EFFECT.

     

    
      	
               

              Certificate
                No.

            	
               

              :

            	
               

              R-1

            
	
               

              Cut-off
                Date

            	
               

              :

            	
               

              February
                1, 2006

            
	
               

              First
                Distribution Date

            	
               

              :

            	
               

              March
                25, 2006

            
	
               

              Percentage
                Interest of this Certificate

            	
               

              :

            	
               

              100.00%

            
	
               

              CUSIP

            	
               

              :

            	
               

              40430H
                FF 0

            
	
               

              ISN

            	
               

              :

            	
               

              40430HFF01

            


    


    
      
        
        

      

      
        EXHIBIT
          C-1

        
          

        

      

      
        
        

      

    



     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    Class
      R

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Class R Certificate has no Certificate Balance and is not entitled to
      distributions in respect of principal or interest. This Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Trustee or any other party to the Agreement referred to below
      or
      any of their respective affiliates. Neither this Certificate nor the Mortgage
      Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that [HSBC SECURITIES (USA) INC.] is the registered owner of the
      Percentage Interest specified above of any monthly distributions due to the
      Class R Certificates pursuant to a Pooling and Servicing Agreement dated as
      of the Cut-off Date specified above (the “Agreement”)
      among
      HSI Asset Securitization Corporation, as depositor (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust will be made
      only upon presentment and surrender of this Class R Certificate at the
      offices designated by the Securities Administrator for such purpose, or such
      other location specified in the notice to Certificateholders.

     

    No
      transfer of a Class R Certificate shall be made unless the Securities
      Administrator shall have received a representation letter from the transferee
      of
      such Certificate, acceptable to and in form and substance satisfactory to the
      Securities Administrator, to the effect that such transferee is not an employee
      benefit plan or arrangement subject to Section 406 of ERISA, a plan or
      arrangement subject to Section 4975 of the Code or a plan subject to
      Similar Law, or a person acting on behalf of any such plan or arrangement nor
      using the assets of any such plan or arrangement to effect such transfer, which
      representation letter shall not be an expense of the Trustee, the Securities
      Administrator, the Depositor, the Master Servicer or the Trust Fund. In the
      event that such representation is violated, or any attempt is made to transfer
      to a plan or arrangement subject to Section 406 of ERISA or a plan subject
      to Section 4975 of the Code or a plan subject to Similar Law, or a person
      acting on behalf of any such plan or arrangement or using the assets of any
      such
      plan or arrangement, such attempted transfer or acquisition shall be void and
      of
      no effect.


    
      
        
        

      

      
        EXHIBIT
          C-2

        
          

        

      

      
        
        

      

    


     

    


     

    Each
      Holder of this Class R Certificate shall be deemed by the acceptance or
      acquisition an Ownership Interest in this Class R Certificate to have
      agreed to be bound by the following provisions, and the rights of each Person
      acquiring any Ownership Interest in this Class R Certificate are expressly
      subject to the following provisions: (i) each Person holding or acquiring
      any Ownership Interest in this Class R Certificate shall be a Permitted
      Transferee and shall promptly notify the Securities Administrator of any change
      or impending change in its status as a Permitted Transferee, (ii) no
      Ownership Interest in this Class R Certificate may be registered on the
      Closing Date or thereafter transferred, and the Securities Administrator shall
      not register the Transfer of this Certificate unless, in addition to the
      certificates required to be delivered to the Securities Administrator under
      Section 5.02(b) of the Agreement, the Securities Administrator shall have
      been furnished with a Transfer Affidavit of the initial owner or the proposed
      transferee in the form attached as Exhibit G to the Agreement,
      (iii) each Person holding or acquiring any Ownership Interest in this
      Class R Certificate shall agree (A) to obtain a Transfer Affidavit
      from any other Person to whom such Person attempts to Transfer its Ownership
      Interest this Class R Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or agent
      in
      connection with any Transfer of this Class R Certificate, (C) not to
      cause income with respect to the Class R Certificate to be attributable to
      a foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of such Person or any other U.S. Person and
      (D) not to Transfer the Ownership Interest in this Class R Certificate
      or to cause the Transfer of the Ownership Interest in this Class R
      Certificate to any other Person if it has actual knowledge that such Person
      is a
      Non-Permitted Transferee and (iv) any attempted or purported Transfer of
      the Ownership Interest in this Class R Certificate in violation of the
      provisions herein shall be absolutely null and void and shall vest no rights
      in
      the purported Transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *


    
      
        
        

      

      
        EXHIBIT
          C-3

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    
       

      
        	
                Dated:

              	 	
                WELLS
                  FARGO BANK, N.A.,

                not
                  in its individual capacity, but solely as

                Securities
                  Administrator

              
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	 


      

       

      
         

        
          	Authenticated:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	 	 	 	 
	 	
                  

                  Authorized
                    Signatory of

                  WELLS
                    FARGO BANK, N.A.,

                  not
                    in its individual capacity,

                  but
                    solely as Securities Administrator

                	 	 	
                
	 	 	 	 	 


        

      

       

    


    
      
        
        

      

      
        EXHIBIT
          C-4

        
          

        

      

      
        
        

      

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Securitization Corporation Trust 2006-NC1 Mortgage Pass-Through
      Certificates, of the Series specified on the face hereof (herein collectively
      called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or Supplemental Interest Trust
      Account for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such day is not a Business Day, the Business Day immediately
      following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purpose, or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.


    
      
        
        

      

      
        EXHIBIT
          C-5

        
          

        

      

      
        
        

      

    


     

    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and on
      any
      Distribution Date thereafter; provided,
      however,
      the
      Servicer may exercise the option to purchase the Mortgage Loans and thereby
      cause the termination of the Trust on the Distribution Date following the month
      in which the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period is less than or equal to 5% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, if the
      Depositor has not previously provided instructions to the Master Servicer to
      exercise such option on the Depositor’s behalf on such Distribution Date;
provide,
      further,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loan if the Servicer fails to exercise its option in accordance with
      the immediately preceding proviso. 


    
      
        
        

      

      
        EXHIBIT
          C-6

        
          

        

      

      
        
        

      

    


     

    


     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.


    
      
        
        

      

      
        EXHIBIT
          C-7

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        

      

    

     

    
      	
              Dated:

            	 


    

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
              by or on behalf of
              assignor


    

     

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      
        
          Distributions
            shall be made, by wire transfer or otherwise, in immediately available
            funds to
            ___________________________________________________,
            ____________________________________________________, for the account
            of
            _________________, account number __________, or, if mailed by check,
            to
            _________________________________________. 

          Applicable
            statements should be mailed to ________________________________,
            _____________________________________________ 

          


          This
            information is provided by ____________________________________________,
            the
            assignee named above, or _________________________________, as its agent.
            

        



    

    



    
      
        
        

      

      
        EXHIBIT
          C-8

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      D

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST
      IN
      A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
      TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
      AND
      CERTAIN OTHER ASSETS.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR LETTER IN
      THE
      FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER
      (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER IN THE FORM OF
      EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIES
      ADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE
      TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATION
      LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
      SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”),
      OR A
      PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE
      FEDERAL, STATE OR LOCAL LAW (“SIMILAR
      LAW”)
      MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON
      INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF SUCH
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE
      TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING
      THE
      ASSETS OF ITS GENERAL ACCOUNT AND THAT THE PURCHASE AND HOLDING OF THIS
      CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION
      CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES
      ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE
      WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN
      THE
      MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT SUBJECT
      THE TRUSTEE, THE DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER
      OR
      THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN
      THE
      AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE
      OR
      SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY
      TO THE SECURITIES ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
      EFFECT.


    
      
        
        

      

      
        EXHIBIT
          D-1

        
          

        

      

      
        
        

      

    


     

    


    
      	
               

              Certificate
                No.

            	
               

              :

            	
               

              X-1

            
	
               

              Cut-off
                Date

            	
               

              :

            	
               

              February
                1, 2006

            
	
               

              First
                Distribution Date

            	
               

              :

            	
               

              March
                25, 2006

            
	
               

              Percentage
                Interest of this Certificate

            	
               

              :

            	
               

              [___]%

            
	
               

              CUSIP

            	
               

              :

            	
               

              40430H
                FE 3

            
	
               

              ISIN

            	
               

              :

            	
               

              40430HFE36

            


    


    
      
        
        

      

      
        EXHIBIT
          D-2

        
          

        

      

      
        
        

      

    


     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    Class
      X

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Trustee or any other party to the Agreement
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that [____________________]is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate of the denominations of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”)
      among
      HSI Asset Securitization Corporation, as depositor (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    This
      Certificate does not have a Certificate Balance or an Interest Rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      offices designated by the Securities Administrator for such purpose, or such
      other location specified in the notice to Certificateholders.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”),
      and
      any applicable state securities laws or is made in accordance with the 1933
      Act
      and such laws. In the event of any such transfer, the Securities Administrator
      shall require the transferor to execute a transferor certificate (in
      substantially the form attached to the Agreement) and deliver either (i) a
      Rule 144A Letter, in either case substantially in the form attached to the
      Agreement, or (ii) a written Opinion of Counsel to the Securities
      Administrator that such transfer may be made pursuant to an exemption,
      describing the applicable exemption and the basis therefor, from the 1933 Act
      or
      is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an
      expense of the transferor.


    
      
        
        

      

      
        EXHIBIT
          D-3

        
          

        

      

      
        
        

      

    


     

    


     

    No
      transfer of a Certificate of this Class shall be made unless the Securities
      Administrator shall have received either (i) a representation letter from
      the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Securities Administrator, to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA or
      Section 4975 of the Code or any materially similar provisions of applicable
      Federal, state or local law (“Similar
      Law”)
      or a
      person acting on behalf of or investing plan assets of any such plan, which
      representation letter shall not be an expense of the Securities Administrator,
      or (ii) if such Certificate has been the subject of an ERISA-Qualifying
      Underwriting and the transferee is an insurance company, a representation letter
      that it is purchasing such Certificates with the assets of its general account
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) or a plan subject to Similar
      Law, or a trustee of any such plan or any other person acting on behalf of
      any
      such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Securities Administrator, which Opinion
      of Counsel shall not be an expense of the Trustee, the Servicer, the Securities
      Administrator or the Trust Fund, addressed to the Securities Administrator,
      to
      the effect that the purchase or holding of such Certificate will not constitute
      or result in a non-exempt prohibited transaction within the meaning of ERISA,
      Section 4975 of the Code or any Similar Law and will not subject the
      Depositor, the Securities Administrator or the Servicer to any obligation in
      addition to those expressly undertaken in the Agreement or to any
      liability.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually authenticated by an authorized signatory of
      the
      Securities Administrator.

     

    * * *


    
      
        
        

      

      
        EXHIBIT
          D-4

        
          

        

      

      
        
        

      

    



     

    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

    
       

      
        	
                Dated:

              	 	
                WELLS
                  FARGO BANK, N.A.,

                not
                  in its individual capacity, but solely as

                Securities
                  Administrator

              
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	 


      

       

      
         

        
          	Authenticated:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:  	 	 	 	 
	 	
                  

                  Authorized
                    Signatory of

                  WELLS
                    FARGO BANK, N.A.,

                  not
                    in its individual capacity,

                  but
                    solely as Securities Administrator

                	 	 	
                
	 	 	 	 	 


        

      

    


    
      
        
        

      

      
        EXHIBIT
          D-5

        
          

        

      

      
        
        

      

    



     

    HSI
      ASSET
      SECURITIZATION CORPORATION

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      HSI
      Asset Securitization Corporation Trust 2006-NC1 Mortgage Pass-Through
      Certificates, of the Series specified on the face hereof (herein collectively
      called the “Certificates”),
      and
      representing a beneficial ownership interest in the Trust Fund created by the
      Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely
      to the
      funds on deposit in the Distribution Account or Supplemental Interest Trust
      Account for payment hereunder and that neither the Trustee nor the Securities
      Administrator is liable to the Certificateholders for any amount payable under
      this Certificate or the Agreement or, except as expressly provided in the
      Agreement, subject to any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution
      Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement. The Record Date applicable
      to
      each Distribution Date is the last Business Day of the month next preceding
      the
      month of such Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five Business Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the offices designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      parties to the Agreement with the consent of the Holders of Certificates
      affected by such amendment evidencing the requisite Percentage Interest, as
      provided in the Agreement. Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange therefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Agreement also permits the amendment thereof,
      in
      certain limited circumstances, without the consent of the Holders of any of
      the
      Certificates.


    
      
        
        

      

      
        EXHIBIT
          D-6

        
          

        

      

      
        
        

      

    


     

    


     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Securities Administrator upon surrender of this Certificate for registration
      of transfer at the offices designated by the Securities Administrator for such
      purposes, accompanied by a written instrument of transfer in form satisfactory
      to the Securities Administrator duly executed by the holder hereof or such
      holder’s attorney duly authorized in writing, and thereupon one or more new
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest in the Trust Fund will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge payable in connection
      therewith.

     

    The
      Trustee, the Depositor and the Securities Administrator and any agent of the
      Trustee, the Depositor or the Securities Administrator may treat the Person
      in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and neither the Trustee, the Depositor, the Securities Administrator nor any
      such agent shall be affected by any notice to the contrary.

     

    The
      Master Servicer, upon the instruction of the Depositor, shall purchase the
      Mortgage Loans and therefore cause the termination of the Trust on the initial
      Optional Termination Date, which is the Distribution Date following the month
      in
      which the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last day of the related Due Period is less than or equal to 10% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and on
      any
      Distribution Date thereafter; provided,
      however,
      the
      Servicer may exercise the option to purchase the Mortgage Loans and thereby
      cause the termination of the Trust on the Distribution Date following the month
      in which the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period is less than or equal to 5% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, if the
      Depositor has not previously provided instructions to the Master Servicer to
      exercise such option on the Depositor’s behalf on such Distribution Date;
provide,
      further,
      the
      Master Servicer in its own right may exercise the option to purchase the
      Mortgage Loan if the Servicer fails to exercise its option in accordance with
      the immediately preceding proviso.


    
      
        
        

      

      
        EXHIBIT
          D-7

        
          

        

      

      
        
        

      

    


     

    


     

    The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 11.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning


    
      
        
        

      

      
        EXHIBIT
          D-8

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

      
        

      

    

     

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        

      

    

     

    
      	
              Dated:

            	 


    

     

    
      	 	 	 	 
	 	 	 	 
	
            	 	 	
              
Signature
              by or on behalf of
              assignor


    

     

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      
        
          Distributions
            shall be made, by wire transfer or otherwise, in immediately available
            funds to
            ___________________________________________________,
            ____________________________________________________, for the account
            of
            _________________, account number __________, or, if mailed by check,
            to
            _________________________________________. 

          Applicable
            statements should be mailed to ________________________________,
            _____________________________________________ 

          


          This
            information is provided by _____________________________________________,
            the
            assignee named above, or _________________________________, as its agent.
            

        

      

    

    
 

    



    
      
        
        

      

      
        EXHIBIT
          D-9

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      E

     

    FORM
      OF
      INITIAL CERTIFICATION OF CUSTODIAN

     

    [date]

    
      	
              HSI
                Asset Securitization Corporation

              452
                Fifth Avenue

              New
                York, New York 10018

               

            
	
              Wells
                Fargo Bank, N.A.

              1015
                10th Avenue SE

              Minneapolis,
                Minnesota 55414

               

            
	
              Deutsche
                Bank National Trust Company (as Trustee)

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

               

            


    

     

    
      	 	
              Re:

            	
              HSI
                Asset Securitization Corporation Trust, Series
                2006-NC1

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      dated
      as of February 1, 2006 among HSI Asset Securitization Corporation, as depositor
      (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian (the “Custodian”),
      for
      each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
      Loan listed in the attached schedule), it has received:

     

    (i) the
      original Mortgage Note, endorsed as provided in the following form: “Pay to the
      order of ________, without recourse”; and

     

    (ii) a
      duly
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments).

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Custodian makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.


    
      
        
        

      

      
        EXHIBIT
          E-1

        
          

        

      

      
        
        

      

    


     

    


     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    
      	 	 	 	 
	 	
              DEUTSCHE
                BANK
                NATIONAL TRUST 
COMPANY, as Custodian

            
	 
 	 	 
 	 
 
	 	 By:  	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	 	
            
	 	 	 


    

    
 


    
      
        
        

      

      
        EXHIBIT
          E-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      F

     

    FORM
      OF
      DOCUMENT CERTIFICATION

    AND
      EXCEPTION REPORT OF CUSTODIAN

     

    ______,
      20___

     

    
      	
              HSI
                Asset Securitization Corporation

              452
                Fifth Avenue

              New
                York, New York 10018

            
	 
	
              Wells
                Fargo Bank, N.A.

              1015
                10th Avenue SE

              Minneapolis,
                Minnesota 55414

            
	 
	
              Deutsche
                Bank National Trust Company (as Trustee)

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

            
	 
	
              NC
                Capital Corporation

              18460
                VanKarman, Suite 1000

              Irvine,
                California 92612

            
	 


    

     

    
      	      	
              Re:

            	
              HSI
                Asset Securitization Corporation, Series
                2006-NC1

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      dated
      as of February 1, 2006 among HSI Asset Securitization Corporation, as depositor
      (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian (the “Custodian”),
      hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      Document Exception Report) it has received:

     

    (i) The
      original Mortgage Note, endorsed in the form provided in Section 2.01 of
      the Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the Mortgage Loan Seller to the last
      endorsee.

     

    (ii) The
      original recorded Mortgage.

     

    (iii) A
      duly
      executed assignment of the Mortgage in the form provided in Section 2.01 of
      the Pooling and Servicing Agreement; or, if the Mortgage Loan Seller has
      certified or the Custodian otherwise knows that the related Mortgage has not
      been returned from the applicable recording office, a copy of the assignment
      of
      the Mortgage (excluding information to be provided by the recording
      office).


    
      
        
        

      

      
        EXHIBIT
          F-1

        
          

        

      

      
        
        

      

    


     

    


     

    (iv) The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the Mortgage Loan Seller
      to
      the last endorsee.

     

    (v) The
      original or duplicate original lender’s title policy and all riders thereto or,
      any one of an original title binder, an original preliminary title report or
      an
      original title commitment, or a copy thereof certified by the title
      company.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (1), (2), (3), (15), (18) and
      (22) of the Data Tape Information accurately reflects information set forth
      in
      the Custodial File.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review of the Custodial File specifically required
      in
      the Pooling and Servicing Agreement. The Custodian makes no representation
      as
      to: (i) the validity, legality, sufficiency, enforceability or genuineness
      of any of the documents contained in each Mortgage File of any of the Mortgage
      Loans identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness, priority, perfection or suitability of any such
      Mortgage Loan. Notwithstanding anything herein to the contrary, the Custodian
      has made no determination and makes no representations as to whether
      (i) any endorsement is sufficient to transfer all right, title and interest
      of the party so endorsing, as noteholder or assignee thereof, in and to that
      Mortgage Note or (ii) any assignment is in recordable form or sufficient to
      effect the assignment of and transfer to the assignee thereof, under the
      Mortgage to which the assignment relates.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

    
       

      
        	 	 	 	 
	 	
                DEUTSCH
                  BANK NATIONAL TRUST 
COMPANY, as
                  Custodian

              
	 
 	 	 
 	 
 
	 	 By:  	 
                
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 
	 	 	
              
	 	 	 


      

    

     

     

    
 


    
      
        
        

      

      
        EXHIBIT
          F-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      G

     

    FORM
      OF
      RESIDUAL TRANSFER AFFIDAVIT

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates, Series 2006-NC1

     

    


    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is an officer of ___________________, the proposed Transferee of
      an
      Ownership Interest in a Class R Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement (the “Agreement”),
      relating to the above-referenced Series, dated as of February 1, 2006 among
      HSI
      Asset Securitization Corporation, as depositor (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian. Capitalized terms used, but not defined herein, shall have the
      meanings ascribed to such terms in the Agreement. The Transferee has authorized
      the undersigned to make this affidavit on behalf of the Transferee for the
      benefit of the Depositor, the Securities Administrator and the
      Trustee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3. The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are Non-Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is a Non-Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is a Non-Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)


    
      
        
        

      

      
        EXHIBIT
          G-1

        
          

        

      

      
        
        

      

    


     

    


     

    5. The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(c) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is a Non-Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Securities
      Administrator a certificate substantially in the form set forth as
      Exhibit H to the Agreement (a “Transferor
      Certificate”)
      to the
      effect that, among other things, such Transferee has no actual knowledge that
      the Person to which the Transfer is to be made is a Non-Permitted
      Transferee.

     

    7. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the Certificate. The
      Transferee has historically paid its debts as they have come due and intends
      to
      pay its debts as they come due in the future. The Transferee intends to pay
      all
      taxes due with respect to the Certificate as they become due.

     

    8. The
      Transferee’s taxpayer identification number is __________.

     

    9. The
      Transferee is not a Disqualified Non-U.S. Person as defined in the
      Agreement.

     

    10. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11. The
      Transferee will not cause income from the Residual Certificate to be
      attributable to a foreign permanent establishment or fixed base, within the
      meaning of an applicable income tax treaty, of the Transferee or any other
      U.S.
      Person.


    
      
        
        

      

      
        EXHIBIT
          G-2

        
          

        

      

      
        
        

      

    


     

    


     

    12. Check
      the
      applicable paragraph:

     

     ̈ The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     

    (i) the
      present value of any consideration given to the Transferee to acquire such
      Certificate;

     

    (ii) the
      present value of the expected future distributions on such Certificate;
      and

     

    (iii) the
      present value of the anticipated tax savings associated with holding such
      Certificate as the related REMIC generates losses.

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at
      the highest rate currently specified in Section 11(b) of the Code (but the
      tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest
      rate specified in Section 11(b) of the Code if the Transferee has been
      subject to the alternative minimum tax under Section 55 of the Code in the
      preceding two years and will compute its taxable income in the current taxable
      year using the alternative minimum tax rate) and (ii) present values are
      computed using a discount rate equal to the short-term Federal rate prescribed
      by Section 1274(d) of the Code for the month of the transfer and the
      compounding period used by the Transferee.

     

     ̈ The
      transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    (i) the
      Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations
      Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only
      be
      taxed in the United States;

     

    (ii) at
      the
      time of the transfer, and at the close of the Transferee’s two fiscal years
      preceding the year of the transfer, the Transferee had gross assets for
      financial reporting purposes (excluding any obligation of a person related
      to
      the Transferee within the meaning of U.S. Treasury Regulations Section
      1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
      $10 million;

     

    (iii) the
      Transferee will transfer the Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a
      transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
      (ii)
      and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
      and

     

    (iv) the
      Transferee determined the consideration paid to it to acquire the Certificate
      based on reasonable market assumptions (including, but not limited to, borrowing
      and investment rates, prepayment and loss assumptions, expense and reinvestment
      assumptions, tax rates and other factors specific to the Transferee) that it
      has
      determined in good faith.

     

     ̈ None
      of
      the above.


    
      
        
        

      

      
        EXHIBIT
          G-3

        
          

        

      

      
        
        

      

    


     

    


     

    13. The
      Transferee is not an employee benefit plan that is subject to Title I of
      ERISA or a plan that is subject to Section 4975 of the Code or a plan
      subject to any Federal, state or local law that is substantially similar to
      Title I of ERISA or Section 4975 of the Code, and the Transferee is
      not acting on behalf of or investing plan assets of such a plan.

     

    * * *

     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
      ___
      day of _______, 20__.

     

    

      
        	 	 
	 
                
	 	Print
                Name of
                Transferee
	 
 	 
 	 
 
	 	By:  	 
	 	
                
Name:
	 	Title: 


      

       

       

    

    [Corporate
      Seal]

     

    ATTEST:

     

     

    
      

    

    [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ___ day of _______, 20__.

     

     

    

      
        	 	 	 
	 	 
	 
 	
                NOTARY
                  PUBLIC
 

              
	 	 
	 	My Commission expires the
                __ day
                
of
                _________, 20__
	 	 	 
	 	 
	 	 


      

       

    


    
      
        
        

      

      
        EXHIBIT
          G-4

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      H

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    __________,
      20__

     

    HSI
      Asset
      Securitization Corporation

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:
      Head MBS Principal Finance

     

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Attention:
      Corporate Trust Services - HASCO 2006-NC1

     

    
      	
            	Re:	
              HSI
                Asset Securitization Corporation Trust 2006-NC1 Mortgage 
Pass-Through
                Certificates, Series 2006-NC1, Class [__] 

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that
      (a) we understand that the Certificates have not been registered under the
      Securities Act of 1933, as amended (the “Act”),
      and
      are being disposed by us in a transaction that is exempt from the registration
      requirements of the Act, (b) we have not offered or sold any Certificates
      to, or solicited offers to buy any Certificates from, any person, or otherwise
      approached or negotiated with any person with respect thereto, in a manner
      that
      would be deemed, or taken any other action which would result in, a violation
      of
      Section 5 of the Act and (c) to the extent we are disposing of a
      Residual Certificate, (i) we have no knowledge the Transferee is a
      Non-Permitted Transferee, (ii) after conducting a reasonable investigation
      of the financial condition of the Transferee, we have no knowledge and no reason
      to believe that the Transferee will not pay all taxes with respect to the
      Residual Certificates as they become due and (iii) we have no reason to
      believe that the statements made in paragraphs 7, 10 and 11 of the
      Transferee’s Residual Transfer Affidavit are false.


    
      
        
        

      

      
        EXHIBIT
          H-1

        
          

        

      

      
        
        

      

    


    
      	 	 	 
	 	Very
              truly yours,
	 	 
	 	 
	 	Print Name of Transferor
	 	 
	 
 	 
 	 
 
	 	By:  	 
	 	
              Authorized
                Officer

            
	 	 


    

     

     


    
      
        
        

      

      
        EXHIBIT
          H-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      I

     

    FORM
      OF
      RULE 144A LETTER

     

    ____________,
      20__

     

    HSI
      Asset
      Securitization Corporation

    452
      Fifth
      Avenue

    New
      York,
      New York 10018

    Attention:
      Head MBS Principal Finance

     

    Wells
      Fargo Bank, N.A.,

    as
      Securities Administrator

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

     

    Attention:
      Corporate Trust Services - HASCO 2006-NC1

     

    
      
        	 	
                Re:

              	
                HSI
                  Asset Securitization Corporation Trust 2006-NC1


              


      

      
        	 	 	Mortgage Pass-Through Certificates, Series 2006-NC1,
                Class [__] 


      

    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that
      (a) we understand that the Certificates are not being registered under the
      Securities Act of 1933, as amended (the “Act”),
      or
      any state securities laws and are being transferred to us in a transaction
      that
      is exempt from the registration requirements of the Act and any such laws,
      (b) we have such knowledge and experience in financial and business matters
      that we are capable of evaluating the merits and risks of investments in the
      Certificates, (c) we have had the opportunity to ask questions of and
      receive answers from the Depositor concerning the purchase of the Certificates
      and all matters relating thereto or any additional information deemed necessary
      to our decision to purchase the Certificates, (d) either we are purchasing
      a Class I-A, Class II-A, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5
      Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 or Class M-11 Certificate
      or we are not an employee benefit plan that is subject to Title I of the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
      or a
      plan or arrangement that is subject to Section 4975 of the Internal Revenue
      Code of 1986, as amended, or a plan subject to materially similar provisions
      of
      applicable federal, state or local law, nor are we acting on behalf of any
      such
      plan or arrangement nor using the assets of any such plan or arrangement to
      effect such acquisition or, with respect to a Class X Certificate, such
      Certificate has been the subject of an ERISA-Qualifying Underwriting and the
      purchaser is an insurance company that is purchasing this certificate with
      funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
      95-60)
      and that the purchase and holding of such Certificates are covered under
      Sections I and III of PTCE 95-60, (e)  in the case of an
      ERISA-Restricted Derivative Certificate, either (i) we are not an employee
      benefit plan that is subject to Title I of ERISA, or a 


    
      
        
        

      

      
        EXHIBIT
          I-1

        
          

        

      

      
        
        

      

    


     

    plan
      or
      arrangement that is subject to Section 4975 of the Internal Revenue Code of
      1986, as amended, nor a person acting on behalf of any such plan, nor are we
      using the assets of any such plan to effect such transfer or (ii) our
      acquisition and holding of the ERISA-Restricted Derivative Certificate is
      eligible for exemptive relief under PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE
      95-60 or PTCE 96-23, (f) we have not, nor has anyone acting on our behalf
      offered, transferred, pledged, sold or otherwise disposed of the Certificates,
      any interest in the Certificates or any other similar security to, or solicited
      any offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the
      Securities Act or require registration pursuant thereto, nor will act, nor
      has
      authorized or will authorize any person to act, in such manner with respect
      to
      the Certificates, and (g) we are a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act and have completed
      either of the forms of certification to that effect attached hereto as
      Annex 1 or Annex 2. We are aware that the sale to us is being made in
      reliance on Rule 144A. We are acquiring the Certificates for our own
      account or for resale pursuant to Rule 144A and further, understand that
      such Certificates may be resold, pledged or transferred only (i) to a
      person reasonably believed to be a qualified institutional buyer that purchases
      for its own account or for the account of a qualified institutional buyer to
      whom notice is given that the resale, pledge or transfer is being made in
      reliance on Rule 144A, or (ii) pursuant to another exemption from
      registration under the Securities Act.


    
      
        
        

      

      
        EXHIBIT
          I-2

        
          

        

      

      
        
        

      

    



     

    ANNEX
      1 TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of
      1933, as amended (“Rule 144A”),
      because (i) the Buyer owned and/or invested on a discretionary basis
      $________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in
      the category marked below.

     

    
      	 	
              ____

            	
              Corporation,
                etc.
                The Buyer is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or charitable organization described in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	 	
              ____

            	
              Bank.
                The Buyer (a) is a national bank or banking institution organized
                under the laws of any State, territory or the District of Columbia,
                the
                business of which is substantially confined to banking and is supervised
                by the State or territorial banking commission or similar official
                or is a
                foreign bank or equivalent institution, and (b) has an audited net
                worth of at least $25,000,000 as demonstrated in its latest annual
                financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	 	
              ____

            	
              Savings
                and Loan.
                The Buyer (a) is a savings and loan association, building and loan
                association, cooperative bank, homestead association or similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements, a copy of which is attached
                hereto.

            


    

     

    
      	 	
              ____

            	
              Broker-dealer.
                The Buyer is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            


    

     

     

     

      
        

      

      
        1 Buyer
          must own and/or invest on a discretionary basis at least $100,000,000 in
          securities unless Buyer is a dealer, and, in that case, Buyer must own
          and/or
          invest on a discretionary basis at least $10,000,000 in
          securities.

      

    

    
 

    
      
        
        

      

      
        EXHIBIT
          I-3

        
          

        

      

      
        
        

      

    


     

    


     

    
      	 	
              ____

            	
              Insurance
                Company.
                The Buyer is an insurance company whose primary and predominant business
                activity is the writing of insurance or the reinsuring of risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State,
                territory or the District of
                Columbia.

            


    

     

    
      	 	
              ____

            	
              State
                or Local Plan.
                The Buyer is a plan established and maintained by a State, its political
                subdivisions, or any agency or instrumentality of the State or its
                political subdivisions, for the benefit of its
                employees.

            


    

     

    
      	 	
              ____

            	
              ERISA
                Plan.
                The Buyer is an employee benefit plan within the meaning of Title I
                of the Employee Retirement Income Security Act of
                1974.

            


    

     

    
      	 	
              ____

            	
              Investment
                Advisor.
                The Buyer is an investment advisor registered under the Investment
                Advisors Act of 1940.

            


    

     

    
      	 	
              ____

            	
              Small
                Business Investment Company.
                Buyer is a small business investment company licensed by the U.S.
                Small
                Business Administration under Section 301(c) or (d) of the Small
                Business
                Investment Act of 1958.

            


    

     

    
      	 	
              ____

            	
              Business
                Development Company.
                Buyer is a business development company as defined in Section 202(a)(22)
                of the Investment Advisors Act of
                1940.

            


    

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i) securities of issuers that are affiliated with the Buyer,
      (ii) securities that are part of an unsold allotment to or subscription by
      the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
      by the U.S. or any instrumentality thereof, (iv) bank deposit notes and
      certificates of deposit, (v) loan participations, (vi) repurchase
      agreements, (vii) securities owned but subject to a repurchase agreement
      and (viii) currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities
      has been published. If clause (ii) in the preceding sentence applies, the
      securities may be valued at market. Further, in determining such aggregate
      amount, the Buyer may have included securities owned by subsidiaries of the
      Buyer, but only if such subsidiaries are consolidated with the Buyer in its
      financial statements prepared in accordance with generally accepted accounting
      principles and if the investments of such subsidiaries are managed under the
      Buyer’s direction. However, such securities were not included if the Buyer is a
      majority-owned, consolidated subsidiary of another enterprise and the Buyer
      is
      not itself a reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the
      seller to it and other parties related to the Certificates are relying and
      will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.


    
      
        
        

      

      
        EXHIBIT
          I-4

        
          

        

      

      
        
        

      

    


     

    


     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the parties to which this certification is made of any changes in the
      information and conclusions herein. Until such notice is given, the Buyer’s
      purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the Buyer is
      a
      bank or savings and loan is provided above, the Buyer agrees that it will
      furnish to such parties updated annual financial statements promptly after
      they
      become available.

     

    
      	 	 	 
	 	 
              
	 	Print Name of Transferee
	 
 	 
 	 
 
	 	By:  	 
              
	 	 	Name:
Title:
	 	 	 
	 	 	 
	 	Date:	 
	 	
            
	 	 


    

    

      
        
          
          

        

        
          EXHIBIT
            I-5

          
            

          

        

        
          
          

        

      



     

    ANNEX
      2 TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the
      Securities Act of 1933, as amended (“Rule 144A”),
      because Buyer is part of a Family of Investment Companies (as defined below),
      is
      such an officer of the Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an
      investment company registered under the Investment Company Act of 1940, as
      amended, and (ii) as marked below, the Buyer alone, or the Buyer’s Family
      of Investment Companies, owned at least $100,000,000 in securities (other than
      the excluded securities referred to below) as of the end of the Buyer’s most
      recent fiscal year. For purposes of determining the amount of securities owned
      by the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with
      respect to the cost of those securities has been published. If clause (ii)
      in the preceding sentence applies, the securities may be valued at
      market.

     

    
      	 	
              ____

            	
              The
                Buyer owned $_______ in securities (other than the excluded securities
                referred to below) as of the end of the Buyer’s most recent fiscal year
                (such amount being calculated in accordance with
                Rule 144A).

            


    

     

    
      	 	
              ____

            	
              The
                Buyer is part of a Family of Investment Companies which owned in
                the
                aggregate $_______ in securities (other than the excluded securities
                referred to below) as of the end of the Buyer’s most recent fiscal year
                (such amount being calculated in accordance with
                Rule 144A).

            


    

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the Buyer or are part of the Buyer’s Family of Investment Companies,
      (ii) securities issued or guaranteed by the U.S. or any instrumentality
      thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements,
      (vi) securities owned but subject to a repurchase agreement and
      (vii) currency, interest rate and commodity swaps.


    
      
        
        

      

      
        EXHIBIT
          I-6

        
          

        

      

      
        
        

      

    


     

    


     

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the
      Rule 144A Transferee Certificate to which this certification relates are
      relying and will continue to rely on the statements made herein because one
      or
      more sales to the Buyer will be in reliance on Rule 144A. In addition, the
      Buyer will only purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

    
       

      
        	 	 	 
	 	 
                
	 	Print Name of Transferee
	 
 	 
 	 
 
	 	By:  	 
                
	 	 	Name:
Title:
	 	 	 
	 	
              
	 	 


      

    

    
      
        
           

          
            	 	 	 
	 	IF
                    AN ADVISER:
	 	 
	 	 
                    
	 	Print Name of Transferee
	 
 	 
 	 
 
	 	 	 
	 	Date:	 
	 	
                  
	 	 


          

        

        
           

        

      

      
         

         

      

    


    
      
        
        

      

      
        EXHIBIT
          I-7

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      J

     

    FORM
      OF
      REQUEST FOR RELEASE

    (for
      Custodian)

    

      
        	 	 	 	 
	
                To:

              	 	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

              
	 	 	 
	 	 	
                Re:

              	
                Pooling
                  and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as
                  of February 1, 2006 among HSI Asset Securitization Corporation,
                  as
                  depositor (the “Depositor”),
                  JP Morgan Chase Bank, National Association, as servicer, NC Capital
                  Corporation, as mortgage loan seller, Wells Fargo Bank, N.A., as
                  master
                  servicer, (in such capacity, the “Master
                  Servicer”)
                  and securities administrator (in such capacity, the “Securities
                  Administrator”)
                  and Deutsche Bank National Trust Company, as trustee (the “Trustee”)
                  and custodian

              


      

    

     

    In
      connection with the administration of the Mortgage Loans held by you as the
      Custodian on behalf of the Certificateholders, we request the release, and
      acknowledge receipt, of the (Custodial File/[specify documents]) for the
      Mortgage Loan described below, for the reason indicated.

     

    Mortgagor’s
      Name, Address & Zip Code:

     

    Mortgage
      Loan Number:

     

    Send
      Custodial File to:

     

    Delivery
      Method (check one)

    
       

      
        	
                ____1.

              	
                Regular
                  mail

              


      

       

      
        	
                ____2.

              	
                Overnight
                  courier (Tracking information:
                                     )

              


      

       

    

    If
      neither box 1 nor 2 is checked, regular mail shall be assumed.

     

    Reason
      for Requesting Documents
      (check
      one)

     


    
      
        	
                ____1.

              	
                Mortgage
                  Loan Paid in Full.
                  (The Servicer hereby certifies that all amounts received in connection
                  therewith have been credited to the Collection Account as provided
                  in the
                  Pooling and Servicing Agreement.)

              


      

       

      
        	
                ____2.

              	
                Mortgage
                  Loan Repurchase Pursuant to Subsection 2.03 of the Pooling and
                  Servicing
                  Agreement.
                  (The Servicer hereby certifies that the repurchase price has been
                  credited
                  to Collection Account as provided in the Pooling and Servicing
                  Agreement.)

              


      



      
        
          
          

        

        
          EXHIBIT
            J-1

          
            

          

        

        
          
          

        

      



    
       

      


       

      
        	
                ____3.

              	
                Mortgage
                  Loan Liquidated by _________________. (The Servicer hereby certifies
                  that
                  all proceeds of foreclosure, insurance, condemnation or other liquidation
                  have been finally received and credited to the Collection Account
                  pursuant
                  to the Pooling and Servicing
                  Agreement.)

              


      

       

      
        	
                ____4.

              	
                Mortgage
                  Loan in Foreclosure.

              


      

    

    


    
       

      
        	
                ____5.

              	
                Other
                  (explain).
                  _________________________________________________________

              


      

       

    

    If
      box 1,
      2 or 3 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 Mortgage Loan.

     

    If
      box 4
      or 5 above is checked, upon our return of all of the above documents to you
      as
      the Trustee, please acknowledge your receipt by signing in the space indicated
      below, and returning this form if requested by us.

     

    
      	 	 	 
	 	[JPMORGAN
              CHASE
              BANK, N.A.]
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:

              Title:

              Date:

            
	 	 


    

     

     

     

    ACKNOWLEDGED
      AND AGREED:

     

    [DEUTSCHE
      BANK, NATIONAL TRUST COMPANY]

     

    By:

    
      
        

      

      Name:

      Title:

      Date:

    

     

    



    
      
        
        

      

      
        EXHIBIT
          J-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      K

     

    CONTENTS
      OF EACH MORTGAGE FILE

     

    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Depositor and
      which shall be retained by the Servicer or delivered to and retained by the
      Custodian:

     

    (a) The
      documents or instruments set forth as items (i) to (ix) in Section 2.01(b)
      of the Pooling and Servicing Agreement.

     

    (b) Residential
      loan application.

     

    (c) Mortgage
      Loan closing statement.

     

    (d) Verification
      of employment and income.

     

    (e) Verification
      of acceptable evidence of source and amount of downpayment.

     

    (f) Credit
      report on Mortgagor.

     

    (g) Residential
      appraisal report.

     

    (h) Photograph
      of the Mortgaged Property.

     

    (i) Survey
      of
      the Mortgaged Property.

     

    (j) Copy
      of
      each instrument necessary to complete identification of any exception set forth
      in the exception schedule in the title policy, i.e., map or plat, restrictions,
      easements, sewer agreements, home association declarations, etc.

     

    (k) All
      required disclosure statements and statement of Mortgagor confirming receipt
      thereof.

     

    (l) If
      available, termite report, structural engineer’s report, water potability and
      septic certification.

     

    (m) Sales
      contract, if applicable.

     

    (n) Hazard
      insurance policy.

     

    (o) Tax
      receipts, insurance premium receipts, ledger sheets, payment history from date
      of origination, insurance claim files, correspondence, current and historical
      computerized data files, and all other processing, underwriting and closing
      papers and records which are customarily contained in a mortgage loan file
      and
      which are required to document the Mortgage Loan or to service the Mortgage
      Loan.


    
      
        
        

      

      
        EXHIBIT
          K-1

        
          

        

      

      
        
        

      

    


     

    


     

    (p) Amortization
      schedule, if available.

     

    (q) Payment
      history for Mortgage Loans that have been closed for more than 90
      days.

    



    
      
        
        

      

      
        EXHIBIT
          K-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      L

     

    FORM
      OF
      SARBANES-OXLEY CERTIFICATION TO BE

    PROVIDED
      BY MASTER SERVICER (OR OTHER 

    CERTIFICATION
      PARTY) WITH FORM 10-K

     

    HSI
      Asset
      Securitization Corporation Trust 2006-NC1

    Mortgage
      Pass-Through Certificates

    Series
      2006-NC1

     

    This
      Certification is being made pursuant to Section 3.24 and Section 8.12 of
      the Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among HSI Asset Securitization
      Corporation, as depositor (the “Depositor”),
      JP
      Morgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as
      mortgage loan seller, Wells Fargo Bank, N.A., as master servicer, (in such
      capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian. Capitalized terms used but not defined herein shall have the meanings
      assigned in the Pooling and Servicing Agreement.

     

    I,
      [identify the certifying individual], certify that:

     

    
      	 	
              1.

            	
              I
                have reviewed this annual report on Form 10-K (the “Annual
                Report”),
                and all reports on Form 10-D containing distribution date reports
                (collectively with this Annual Report, the “Reports”)
                filed in respect of periods included in the year covered by this
                Annual
                Report, of the Trust;

            


    

     

    
      	 	
              2.

            	
              Based
                on my knowledge, the information in the Reports, taken as a whole,
                does
                not contain any untrue statement of a material fact or omit to state
                a
                material fact necessary to make the statements made, in light of
                the
                circumstances under which such statements were made, not misleading
                as of
                the last day of the period covered by this Annual
                Report;

            


    

     

    
      	 	
              3.

            	
              Based
                on my knowledge, all of the distributions, servicing and other information
                required to be provided to the Securities Administrator by the Master
                Servicer under the Pooling and Servicing Agreement for inclusion
                in the
                Reports is included in the Reports;

            


    

     

    
      	 	
              4.

            	
              I
                am responsible for reviewing the activities performed by [JPMorgan
                Chase
                Bank, National Association] under the Pooling and Servicing Agreement
                and
                based upon my knowledge and the annual compliance review required
                under
                the Pooling and Servicing Agreement, and except as disclosed in the
                Reports, [JPMorgan Chase Bank, National Association] has fulfilled
                its
                obligations under the Pooling and Servicing Agreement;
                and

            


    


    
      
        
        

      

      
        EXHIBIT
          L-1

        
          

        

      

      
        
        

      

    


     

    
      	 	
              5.

            	
              The
                Reports disclose all significant deficiencies relating to [JPMorgan
                Chase
                Bank, National Association]’s compliance with the minimum servicing
                standards based upon the report provided by an independent public
                accountant, after conducting a review in compliance with the Uniform
                Single Attestation Program for Mortgage Bankers or similar procedure
                as
                set forth in the Pooling and Servicing Agreement, that is included
                in the
                Reports.

            


    

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated party: [JP Morgan Chase Bank, National
      Association].

    


    
      	 	 	 
	 	
              Wells
                Fargo Bank, N.A.

              as
                Master Servicer

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title: 
	 	Date:


    

     


    
      
        
        

      

      
        EXHIBIT
          L-2

        
          

        

      

      
        
        

      

    


     

     

    EXHIBIT
      M

     

    FORM
      OF
      SERVICER (OR SERVICING FUNCTION

    PARTICIPANT)
      BACK-UP CERTIFICATION

    


     

    Wells
      Fargo Bank, N.A., 

    as
      Master
      Servicer

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust Services

     

    
      	 	
              Re:

            	
              HSI
                Asset Securitization Corporation Trust
                2006-NC1

            


    

     

    JPMorgan
      Chase Bank National Association (the “Company”)
      hereby
      certifies to the Depositor, the Master Servicer, the Trustee and the Securities
      Administrator, and each of their officers, directors and affiliates
      that:

     

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

     

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

     

    (3) Based
      on
      the Company’s knowledge, the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the Depositor,
      the Master Servicer, the Securities Administrator and the Trustee;

     

    (4) Based
      on
      the Company’s knowledge and compliance review conducted in preparing the
      Compliance Statement and except as disclosed in the Compliance Statement, the
      Servicing Assessment or the Attestation Report, the Servicer [directly or
      through its Subservicers, if any] has fulfilled its obligations under the
      Agreement in all material respects; and


    
      
        
        

      

      
        EXHIBIT
          M-1

        
          

        

      

      
        
        

      

    


     

    


     

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

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling Servicing Agreement, dated as of February 1, 2006 (the “Pooling
      and Servicing Agreement”),
      among
      HSI Asset Securitization Corporation, as depositor (the “Depositor”),
      JPMorgan Chase Bank, National Association, as servicer, NC Capital Corporation,
      as mortgage loan seller, Wells Fargo Bank, N.A., as master servicer (in such
      capacity the “Master
      Servicer”)
      and
      securities administrator (in such capacity the “Securities
      Administrator”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and
      custodian.

     

    


     

    
      	 	 [●]
	 	
               as
                [●]

            
	 	 
	 	 
	 	 By:     
              
	 	
               Name:

            
	 	
               Title:

            
	 	
               Date:

            


    

     

     


    
      
        
        

      

      
        EXHIBIT
          M-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      N-1

     

    FORM
      OF MONTHLY REMITTANCE ADVICE

    
      	
               

              FIELD
                NAME

            	
               

              DESCRIPTION

            	
               

              FORMAT

            
	
              INVNUM

            	
              INVESTOR
                LOAN NUMBER

            	
              Number
                no decimals

            
	
              SERVNUM

            	
              SERVICER
                LOAN NUMBER, REQUIRED

            	
              Number
                no decimals

            
	
              BEGSCHEDBAL

            	
              BEGINNING
                SCHEDULED BALANCE FOR SCHED/SCHED BEGINNING TRAIL BALANCE FOR
                ACTUAL/ACTUAL, REQUIRED

            	
              Number
                two decimals

            
	
              SCHEDPRIN

            	
              SCHEDULED
                PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED ACTUAL PRINCIPAL COLLECTED
                FOR
                ACTUAL/ACTUAL, REQUIRED, .00 IF NO COLLECTIONS

            	
              Number
                two decimals

            
	
              CURT1

            	
              CURTAILMENT
                1 AMOUNT, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              CURT1DATE

            	
              CURTAILMENT
                1 DATE, BLANK IF NOT APPLICABLE

            	
              DD-MM-YY

            
	
              CURTIADJ

            	
              CURTAILMENT
                1 ADJUSTMENT, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              CURT2

            	
              CURTAILMENT
                2 AMOUNT, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              CURT2DATE

            	
              CURTAILMENT
                2 DATE, 

              BLANK
                IF NOT APPLICABLE

            	
              DD-MM-YY

            
	
              CURT2ADJ

            	
              CURTAILMENT
                2 ADJUSTMENT, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              LIQPRIN

            	
              PAYOFF,
                LIQUIDATION PRINCIPAL, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              OTHPRIN

            	
              OTHER
                PRINCIPAL, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              PRINREMIT

            	
              TOTAL
                PRINCIPAL REMITTANCE AMOUNT, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              INTREMIT

            	
              NET
                INTEREST REMIT, INCLUDE PAYOFF INTEREST, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              TOTREMIT

            	
              TOTAL
                REMITTANCE AMOUNT, 

              .00
                IF NOT APPLICABLE

            	
              Number
                two decimals

            
	
              ENDSCHEDBAL

            	
              ENDING
                SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED 

              ENDING
                TRIAL BALANCE FOR ACTUAL/ACTUAL 

              .00
                IF PAID OFF, LIQUIDATED OR FULL CHARGE OFF

            	
              Number
                two decimals

            
	
              ENDACTBAL

            	
              ENDING
                TRIAL BALANCE 

              .00
                IF PAID OFF, LIQUIDATED OR FULL CHARGE OFF

            	
              Number
                two decimals

            
	
              ENDDUEDATE

            	
              ENDING
                ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT

            	
              DD-MM-YY

            
	
              ACTCODE

            	
              60
                IF PAID OFF, BLANK IF NOT APPLICABLE

            	
              Number
                no decimals

            
	
              ACTDATE

            	
              ACTUAL
                PAYOFF DATE, BLANK IF NOT APPLICABLE

            	
              DD-MM-YY

            
	
              INTRATE

            	
              INTEREST
                RATE, REQUIRED

            	
              Number
                seven decimals

              Example
                .0700000 for 7.00%

            
	
              SFRATE.

            	
              SERVICING
                ADMINISTRATION FEE RATE, REQUIRED

            	
              Number
                seven decimals

              Example
                .0025000 for .25.00%

            
	
              PTRATE

            	
              PASS
                THRU RATE, REQUIRED

            	
              Number
                seven decimals

              Example
                .0675000 for 6.75%

            
	
              PIPMT

            	
              P&I
                CONSTANT, REQUIRED .00 IF PAID OFF

            	
              Number
                two decimals

            


    

    



    
      
        
        

      

      
        EXHIBIT
          N-1-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N-2

     

    STANDARD
      LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT

     

    1. Deal
      Identifier by Loan

    2. SBO
      Loan
      Number

    3. Loan
      Number

    4. Investor
      Loan Number

    5. Street
      Address

    6. City

    7. State

    8. Zip
      Code

    9. Original
      Loan Amount

    10. Origination
      Date

    11. First
      Payment Date

    12. Current
      Loan Amount

    13. Current
      Interest Rate

    14. Current
      P&I Payment Amount

    15. [Reserved]

    16. [Reserved]

    17. Next
      Rate
      Adjustment Date

    18. Next
      Payment Adjustment Date

    19. Loan
      Term

    20. Loan
      Type

    21. [Reserved]

    22. Product
      Type

    23. Property
      Type

    24. Ownership
      Code

    25. Actual
      Due Date

    26. Delinquency
      Status

    27. [Reserved]

    28. FC
      Flag

    29. Date
      Loan
      Reinstated

    30. FC
      Suspended Date

    31. Reason
      Suspended

    32. FC
      Start
      Date (referral date)

    33. Actual
      Notice of Intent Date

    34. Actual
      First Legal Date

    35. [Reserved]

    36. Date
      F/C
      Sale Scheduled

    37. Foreclosure
      Actual Sale Date

    38. Actual
      Redemption End Date

    39. Occupancy
      Status

    40. Occupancy
      Status Date

    41. Actual
      Eviction Start Date

    42,
      Actual Eviction Complete Date

    43. Loss
      Mit
      Workstation Status


    
      
        
        

      

      
        EXHIBIT
          N-2-1

        
          

        

      

      
        
        

      

    


    


    44. Loss
      Mit
      Flag

    45. Loss
      Mit
      Type

    46. Loss
      Mit
      Start Date

    47. Loss
      Mit
      Approval Date

    48. Loss
      Mit
      Removal Date

    49. REO
      Flag

    50. Actual
      REO Start Date

    51. REO
      List
      Date

    52. REO
      List
      Price

    53. Date
      REO
      Offer Received

    54. Date
      REO
      Offer Accepted

    55. REO
      Scheduled Close Date

    56. REO
      Actual Closing Date

    57. REO
      Net
      Sales proceeds

    58. REO
      Sales
      Price

    59. Paid
      Off
      Code

    60. Paid
      in
      Full Date

    61. MI
      Certificate Number

    62. [Reserved]

    63. [Reserved]

    64. [Reserved]

    65. [Reserved]

    66. [Reserved]

    67. [Reserved]

    68. [Reserved]

    69. [Reserved]

    70. [Reserved]

    71. [Reserved]

    72. Actual
      Claim Filed Date

    73.
      Actual Claim Amount Filed

    74.
      Claim
      Amount Paid

    75.
      Claim
      Funds Received Date

    76.
      Realized Gain or Loss

    77.
      BK
      Flag

    78.
      Bankruptcy Chapter

    79.
      Actual Bankruptcy Start Date

    80.
      Actual Payment Plan Start Date

    81. Actual
      Payment Plan End Date

    82. Date
      POC
      Filed

    83. Date
      Filed Relief/Dismissal

    84. Relief/Dismissal
      Hearing Date

    85. Date
      Relief/Dismissal Granted

    86. Post
      Petition Due Date

    87. Prepayment
      Flag

    88. Prepayment
      Waived

    89. Prepayment
      Premium Collected


    
      
        
        

      

      
        EXHIBIT
          N-2-2

        
          

        

      

      
        
        

      

    


    


    90. Partial
      Prepayment Amount Collected

    91. Prepayment
      Expiration Date

    92. Origination
      Value Date

    93. Origination
      Value Source

    94. Original
      Value Amount

    95. FC
      Valuation Amount

    96. FC
      Valuation Source

    97. FC
      Valuation Date

    98. REO
      Value
      Source

    99. REO
      Value(As-is)

    100.
      REO
      Repaired Value

    101.
      REO
      Value Date

    102.
      Investor/Security Billing Date Sent

    


    


    
      	
              Table:
                Delinquency

            	 	 	 	 	 
	 	
              Name

            	 	
              Type

            	 	
              Max
                Character Size

            
	 	
              Servicer
                Loan #

            	 	
              Number

            	 	
              10

            
	 	
              Investor
                Loan #

            	 	
              Number

            	 	
              10

            
	 	
              Servicer
                Investor #

            	 	
              Text

            	 	
              3

            
	 	
              Borrower
                Name

            	 	
              Text

            	 	
              20

            
	 	
              Address

            	 	
              Text

            	 	
              30

            
	 	
              State

            	 	
              Text

            	 	
              2

            
	 	
              Zip

            	 	
              Text

            	 	
              5

            
	 	
              Due
                Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Loan
                Type

            	 	
              Text

            	 	
              8

            
	 	
              BK
                Filed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              BK
                Chapter

            	 	
              Text

            	 	
              6

            
	 	
              BK
                Case Number

            	 	
              Text

            	 	
              30
                Maximum

            
	 	
              Post
                Petition Due

            	 	
              Date/Time

            	 	
              8

            
	 	
              Motion
                for Relief

            	 	
              Date/Time

            	 	
              8

            
	 	
              Lift
                of Stay

            	 	
              Date/Time

            	 	
              8

            
	 	
              BK
                Discharge/Dismissal Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Loss
                Mit Approval Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Loss
                Mit Type

            	 	
              Text

            	 	
              5

            
	 	
              Loss
                Mit Code

            	 	
              Number

            	 	
              2

            
	 	
              Loss
                Mit Estimated Completion Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Loss
                Mit Actual Completion Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              FC
                Approval Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              File
                Referred to Attorney

            	 	
              Date/Time

            	 	
              8

            
	 	
              NOD

            	 	
              Date/Time

            	 	
              8

            
	 	
              Complaint
                Filed

            	 	
              Date/Time

            	 	
              8

            
	 	
              Scheduled
                Sale Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Actual
                Sale Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              F/C
                Sale Amount

            	 	
              Currency

            	 	
              8

            
	 	
              Eviction
                Start Date

            	 	
              Date/Time

            	 	
              8

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          N-2-3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Eviction
                Completed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              List
                Price

            	 	
              Currency

            	 	
              8

            
	 	
              List
                Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Accepted
                Offer Price

            	 	
              Currency

            	 	
              8

            
	 	
              Accepted
                Offer Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Estimated
                REO Closing Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Actual
                REO Sale Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Occupant
                Code

            	 	
              Text

            	 	
              10

            
	 	
              Property
                Condition Code

            	 	
              Text

            	 	
              2

            
	 	
              Property
                Inspection Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Property
                Value Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Current
                Property Value

            	 	
              Currency

            	 	
              8

            
	 	
              Repaired
                Property Value

            	 	
              Currency

            	 	
              8

            
	 	
              Current
                LTV

            	 	
              Currency

            	 	
              8

            
	 	
              FNMA
                Delinquent Status Code

            	 	
              Text

            	 	
              2

            
	 	
              FNMA
                Delinquent Reason Code

            	 	
              Text

            	 	
              3

            


    

     

    
      	 	
              If
                applicable:

            	 	 	 	 
	 	
              MI
                Cancellation Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              MI
                Claim Filed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              MI
                Claim Amount

            	 	
              Currency

            	 	
              8

            
	 	
              MI
                Claim Reject Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              MI
                Claim Resubmit Date

            	 	
              Date/Time
                

            	 	
              8

            
	 	
              MI
                Claim Paid Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              MI
                Claim Amount Paid 

            	 	
              Currency

            	 	
              8

            
	 	
              Pool
                Claim Filed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Pool
                Claim Amount

            	 	
              Currency

            	 	
              8

            
	 	
              Pool
                Claim Reject Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Pool
                Claim Paid Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              Pool
                Claim Amount Paid

            	 	
              Currency

            	 	
              8

            
	 	
              Pool
                Claim Resubmit Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              FHA
                Part A Claim Filed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              FHA
                Part A Claim Amount

            	 	
              Currency

            	 	
              8

            
	 	
              FHA
                Part A Claim Paid Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              FHA
                Part A Claim Paid Amount

            	 	
              Currency

            	 	
              8

            
	 	
              FHA
                Part B Claim Filed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              FHA
                Part B Claim Amount

            	 	
              Currency

            	 	
              8

            
	 	
              FHA
                Part B Claim Paid Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              FHA
                Part B Claim Paid Amount

            	 	
              Currency

            	 	
              8

            
	 	
              VA
                Claim Filed Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              VA
                Claim Paid Date

            	 	
              Date/Time

            	 	
              8

            
	 	
              VA
                Claim Paid Amount

            	 	
              Currency

            	 	
              8

            


    

     

    The
      Loss
      Mit Type field should show the approved Loss Mitigation arrangement. The
      following are acceptable:

     


    
      
        
        

      

      
        EXHIBIT
          N-2-4

        
          

        

      

      
        
        

      

    


    


     

    
      	
              •

            	
              ASUM-

            	
              Approved
                Assumption

            
	
              •

            	
              BAP-

            	
              Borrower
                Assistance Program

            
	
              •

            	
              CO-

            	
              Charge
                Off

            
	
              •

            	
              DIL-

            	
              Deed-in-Lieu

            
	
              •

            	
              FFA-

            	
              Formal
                Forbearance Agreement

            
	
              •

            	
              MOD-

            	
              Loan
                Modification

            
	
              •

            	
              PRE-

            	
              Pre-Sale

            
	
              •

            	
              SS-

            	
              Short
                Sale

            
	
              •

            	
              MISC-

            	
              Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    [Master
      Servicer and Trust Administrator] will accept alternative Loss Mitigation Types
      to those above, provided that they are consistent with industry standards.
      If
      Loss Mitigation Types other than those above are used, the Servicer must supply
      [Master Servicer and Trust Administrator] with a description of each of the
      Loss
      Mitigation Types prior to sending the file.

    


    The
      Occupant Code field should show the current status of the property. The
      acceptable codes are:

     

    • Mortgagor

    • Tenant

    • Unknown

    • Vacant

     

    The
      Property Condition field should show the last reported condition of the
      property. The acceptable codes are:

     

    • Damaged

    • Excellent

    • Fair

    • Gone

    • Good

    • Poor

    • Special
      Hazard

    • Unknown

     


    
      
        
        

      

      
        EXHIBIT
          N-2-5

        
          

        

      

      
        
        

      

    


    The
      FNMA
      Delinquent Reason Code field should show the Reason for Default. The following
      FNMA Delinquency Reason Codes to be used are below.

     

    
      	
              Delinquency
                Code

            	 	
              Delinquency
                Description

            
	
              001

            	 	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	 	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	 	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	 	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	 	
              FNMA-Marital
                difficulties

            
	
              006

            	 	
              FNMA-Curtailment
                of income

            
	
              007

            	 	
              FNMA-Excessive
                Obligation

            
	
              008

            	 	
              FNMA-Abandonment
                of property

            
	
              009

            	 	
              FNMA-Distant
                employee transfer

            
	
              011

            	 	
              FNMA-Property
                problem

            
	
              012

            	 	
              FNMA-Inability
                to sell property

            
	
              013

            	 	
              FNMA-Inability
                to rent property

            
	
              014

            	 	
              FNMA-Military
                Service

            
	
              015

            	 	
              FNMA-Other

            
	
              016

            	 	
              FNMA-Unemployment

            
	
              017

            	 	
              FNMA-Business
                failure

            
	
              019

            	 	
              FNMA-Casualty
                loss

            
	
              022

            	 	
              FNMA-Energy
                environment costs

            
	
              023

            	 	
              FNMA-Servicing
                problems

            
	
              026

            	 	
              FNMA-Payment
                adjustment

            
	
              027

            	 	
              FNMA-Payment
                dispute

            
	
              029

            	 	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	 	
              FNMA-Fraud

            
	
              031

            	 	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	 	
              FNMA-Incarceration

            


    

    



    
      
        
        

      

      
        EXHIBIT
          N-2-6

        
          

        

      

      
        
        

      

    


    The
      FNMA
      Delinquent Status Code field should show the Status of Default. The following
      FNMA Delinquency Status Codes to be used are below.

     

    
      	
               

              Status
                Code

            	 	
               

              Status
                Description

            
	
              09.

            	 	
              Forbearance

            
	
              17

            	 	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	 	
              Government
                Seizure

            
	
              26

            	 	
              Refinance

            
	
              27

            	 	
              Assumption

            
	
              28

            	 	
              Modification

            
	
              29

            	 	
              Charge-Off

            
	
              30

            	 	
              Third
                Party Sale

            
	
              31

            	 	
              Probate

            
	
              32

            	 	
              Military
                Indulgence

            
	
              43

            	 	
              Foreclosure
                Started

            
	
              44

            	 	
              Deed-in-Lieu
                Started

            
	
              49

            	 	
              Assignment
                Completed

            
	
              61

            	 	
              Second
                Lien Considerations

            
	
              62

            	 	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	 	
              Veteran’s
                Affairs-Refund

            
	
              64

            	 	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	 	
              Chapter
                7 Bankruptcy

            
	
              66

            	 	
              Chapter
                11 Bankruptcy

            
	
              67

            	 	
              Chapter
                13 Bankruptcy

            


    

    



    
      
        
        

      

      
        EXHIBIT
          N-2-7

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N-3

     

    FORM
      332 REALIZED LOSS REPORT

    


    WELLS
      FARGO BANK, N.A.

     

    Purpose

     

    To
      provide the Servicer with a form for the calculation of any Realized Loss (or
      gain) as a result of a Mortgage Loan having been foreclosed and
      Liquidated.

     

    Distribution

     

    The
      Servicer will prepare the form in duplicate and send the original together
      with
      evidence of conveyance of title and appropriate supporting documentation to
      the
      Master Servicer with the Monthly Accounting Reports which supports the Mortgage
      Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
      the duplicate for its own records.

     

    Due
      Date

     

    With
      respect to any liquidated Mortgage Loan, the form will be submitted to the
      Master Servicer no later than the date on which statements are due to the Master
      Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
      month following receipt of final liquidation proceeds and supporting
      documentation relating to such liquidated Mortgage Loan; provided, that if
      such
      Statement Date is not at least 30 days after receipt of final liquidation
      proceeds and supporting documentation relating to such liquidated Mortgage
      Loan,
      then the form will be submitted on the first Statement Date occurring after
      the
      30th day following receipt of final liquidation proceeds and supporting
      documentation.

     

    Preparation
      Instructions

     

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

    
    

    
      	 	
              1.

            	
              The
                actual Unpaid Principal Balance of the Mortgage
                Loan.

            


    

     

    
      	 	
              2.

            	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all
                delinquent payments had been made as
                agreed.

            


    

     

    
      	 	
              3-7.

            	
              Complete
                as necessary. All line entries must be supported by copies of appropriate
                statements, vouchers, receipts, canceled checks, etc., to document
                the
                expense. Entries not properly documented will not be reimbursed to
                the
                Servicer.

            


    

     

    
      	 	
              8.

            	
              Accrued
                Servicing Fees based upon the Stated Principal Balance of the Mortgage
                Loan as calculated on a monthly
                basis.

            


    

     

    
      	 	
              9.

            	
              The
                total of lines 1 through 8.

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          N-3-1

        
          

        

      

      
        
        

      

    

    


    Exhibit
      : Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

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

     

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

     

    Liquidation
      and Acquisition Expenses:

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

            


    

     

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

            


    

     

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

            


    

     

    
      	
            	4-12.	
              Complete
                as applicable. Required
                documentation:

            


    

     

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

     

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

     

    *
      For
      escrow advances - complete payment history

     

    (to
      calculate advances from last positive escrow balance forward)

     

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

     

    *
      REO
      repairs > $1500 require explanation

     

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

     

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

     

    *
      Unusual
      or extraordinary items may require further documentation.

     

    
      	
            	13.	
              The
                total of lines 1 through 12.

            


    

     

    Credits:
      

    
      	
            	14-21.	
              Complete
                as applicable. Required
                documentation:

            


    

     

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

     

    Letter
      of
      Proceeds Breakdown.

     

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

     

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

     


    
      
        
        

      

      
        EXHIBIT
          N-3-2

        
          

        

      

      
        
        

      

    


    


     

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

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

     

    Total
      Realized Loss (or Amount of Any Gain)

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

            


    


    
      
        
        

      

      
        EXHIBIT
          N-3-3

        
          

        

      

      
        
        

      

    


    Exhibit
      3A: Calculation
      of Realized Loss/Gain Form 332

    


    Prepared
      by: __________________   Date:
      ________________

    Phone:
      ______________________ Email Address:_____________________

     

    


    


    
      	 	 	 	 	 
	
               

              Servicer
                Loan No.

               

            	 	
               

              Servicer
                Name

               

            	 	
               

              Servicer
                Address

               

               

            


    

    


     

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

    


     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: ________________________________________________________

     

    


    
      	
               

              Liquidation
                Type: REO Sale

               

            	 	
               

              3rd
                Party Sale

               

            	 	
               

              Short
                Sale

               

            	 	
               

              Charge
                Off

               

            
	
              Was
                this loan granted a Bankruptcy deficiency or
                cramdown

            	 	
              Yes

            	 	
              No

            	 	 
	
              If
                “Yes”, provide deficiency or cramdown amount 

            	 	 	 	 	 	 


    

    


     

     

    
      	
              Liquidation
                and Acquisition Expenses:

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

            	
              (1)

            
	 (2)
              Interest
              accrued at Net Rate	 	 	
              ________________

            	
              (2)

            
	 (3)
              Accrued
              Servicing Fees	 	 	
              ________________

            	
              (3)

            
	 (4)
              Attorney's
              Fees	 	 	
              ________________

            	
              (4)

            
	 (5)
              Taxes
              (see page 2)	 	 	
              ________________

            	
              (5)

            
	 (6)
              Property
              Maintenance	 	 	
              ________________

            	
              (6)

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

            	
              (7)

            
	 (8)
              Utility
              Expenses	 	 	
              ________________

            	
              (8)

            
	 (9)
              Appraisal/BPO	 	 	
              ________________

            	
              (9)

            
	 (10)
              Property
              Inspections	 	 	
              ________________

            	
              (10)

            
	 (11)
              FC
              Costs/Other Legal Expenses	 	 	
              ________________

            	
              (11)

            
	 (12)
              Other
              (itemize)	 	 	
              ________________

            	
              (12)

            
	 	
              Cash
                for Keys__________________________

            	 	 	
              ________________

            	
              (12)

            
	 	 	
              HOA/Condo
                Fees_______________________

            	 	 	
              ________________

            	
              (12)

            
	 	 	
              ______________________________________

            	 	 	
              ________________

            	
              (12)

            
	 	 	 	 	 	 	 
	 	 	
              Total
                Expenses

            	 	 	
              $
                _______________

            	
              (13)

            
	 	
              Credits:

            	 	 	 	 	 
	 (14)
              Escrow
              Balance	 	 	
              $
                _______________

            	
              (14)

            
	 (15)
              HIP
              Refund	 	 	
              ________________

            	
              (15)

            
	 (16)
              Rental
              Receipts	 	 	
              ________________

            	
              (16)

            
	 (17)
              Hazard
              Loss Proceeds	 	 	
              ________________

            	
              (17)

            
	 (18)
              Primary
              Mortgage Insurance / Gov’t Insurance	 	 	
              ________________

            	
              (18a)
                HUD Part A

            


    

     

    

      
        
          
          

        

        
          EXHIBIT
            N-3-4

          
            

          

        

        
          
          

        

      

    

     

     

    
      	 	 	 	
              ________________
                

            	
              (18b)
                HUD Part B

            
	 	 	 	 	 
	 (19)
              Pool
              Insurance Proceeds	 	 	
              ________________

            	
              (19)

            
	 (20)
              Proceeds
              from Sale of Acquired Property	 	 	
              ________________

            	
              (20)

            
	 (21)
              Other
              (itemize)	 	 	
              ________________

            	
              (21)

            
	 	 	
              _________________________________________

            	 	 	
              ________________

            	
              (21)

            
	 	 	 	 	 	 	 
	 	 	
              Total
                Credits

            	 	 	
              $_______________

            	
              (22)

            
	
              Total
                Realized Loss (or Amount of Gain)

            	 	 	
              $_______________

            	
              (23)

            


    


    
      
        
        

      

      
        EXHIBIT
          N-3-5

        
          

        

      

      
        
        

      

    


    Escrow
      Disbursement Detail

    


    
      	 	 	 	 	 	 	 
	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of 
Coverage

            	
              Total
                Paid

            	
              Base
                
Amount

            	
              Penalties

            	
              Interest

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    


    


    



    
      
        
        

      

      
        EXHIBIT
          N-3-6

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      O

     

    FORM
      OF SWAP AGREEMENT

    



    
      
        
        

      

      
        EXHIBIT
          O-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      P

     

    FORM
      OF CAP AGREEMENT


    
      
        
        

      

      
        EXHIBIT
          P-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      Q

     

    FORM
      OF AMENDED AND RESTATED MASTER MORTGAGE 

    LOAN
      PURCHASE AND INTERIM SERVICING AGREEMENT

    


    



    
      
        
        

      

      
        EXHIBIT
          Q-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      R

    


    [RESERVED]

    


    



    
      
        
        

      

      
        EXHIBIT
          R-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      S

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE


    


    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. Capitalized terms used herein but not defined herein shall have
      the
      meanings assigned to them in the Pooling and Servicing Agreement dated as of
      February 1, 2006 (the “Pooling and Servicing Agreement”), by and among
      Structured Asset Securities Corporation, as Depositor, U.S. Bank National
      Association, as Trustee, Aurora Loan Services LLC, as Master Servicer, Wells
      Fargo Bank, N.A., as Securities Administrator, and Clayton Fixed Income Services
      Inc., as Credit Risk Manager. 

    


    
      	
              Reg
                AB 
Reference

            	
              Servicing
                Criteria

            	
              Custodian

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Servicer*

            
	 	
              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

            
	
              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

            
	
              1122(d)(1)(iii)

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

            	
               

            	
              X

            	 	
               

            
	
              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

            	
              X

            	
               X

            
	 	
              Cash Collection and Administration

            	 	 	 	 
	
              1122(d)(2)(i)

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

            	 	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

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

            	 	
              X

            	
              X

            	
              X

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          S-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB 
Reference

            	
              Servicing
                Criteria

            	
              Custodian

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Servicer*

            


    

     

    
      	
              1122(d)(2)(iii)

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

            	 	
              X

            	 	
              X

            
	
              1122(d)(2)(iv)

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

            	 	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

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

            	 	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	 	
              X

            	
              X

            	
              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

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 	 
	
              1122(d)(3)(i)

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

            	 	
              X

            	
              X

            	
              X

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          S-2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Reg
                  AB 
Reference

              	
                Servicing
                  Criteria

              	
                Custodian

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Servicer*

              


      

       

    

    
      	
              1122(d)(3)(ii)

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

            	 	
              X

            	
               

            	
              X

            
	
              1122(d)(3)(iii)

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

            	 	
               X

            	 	
              X

            
	
              1122(d)(3)(iv)

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

            	 	
              X

            	
              X

            	
              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

            
	
              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

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          S-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB 
Reference

            	
              Servicing
                Criteria

            	
              Custodian

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Servicer*

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            


    

     

     

    
      
        
        

      

      
        EXHIBIT
          S-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Reg
                AB 
Reference

            	
              Servicing
                Criteria

            	
              Custodian

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
              Servicer*

            
	
              1122(d)(4)(xi)

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

            	 	
               

            	 	
              X

            
	
              1122(d)(4)(xii)

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

            	 	
               

            	 	
              X

            
	
              1122(d)(4)(xiii)

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

            	 	
               

            	 	
              X

            
	
              1122(d)(4)(xiv)
                

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

            	 	
              X

            	 	
              X

            
	
              1122(d)(4)(xv)

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

            	 	 	 	
               

            


    

     

    
      *
        The
        Relevant Servicing Criteria applicable to the Servicer as indicated above
        will
        be performed by either or both JPMorgan Chase Bank, National Association
        or
        Chase Home Finance LLC.



    



    
      
        
        

      

      
        EXHIBIT
          S-5

        
          

        

      

      
        
        

      

    



    EXHIBIT
      T

    


    


    Trustee:
      Deutsche Bank National Trust Company

    


    Securities
      Administrator:
      Wells
      Fargo Bank, N.A.

    


    Master
      Servicer:
      Wells
      Fargo Bank, N.A. 

    


    Derivative
      Counterparty:
      Bear
      Stearns Financial Products Inc.

    


    Servicer:
      JP
      Morgan Chase Bank, National Association

    


    Mortgage
      Loan Seller:
      NC
      Capital Corporation

    


    Custodian:
      Deutsche Bank National Trust Company.

    


    Sponsor:
      HSBC
      Bank USA, National Association

    


    


    



    
      
        
        

      

      
        EXHIBIT
          T-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      U

    


    FORM
      OF ANNUAL COMPLIANCE CERTIFICATE

    


    Via
      Overnight Delivery

    


    [DATE]

    


    To:
      

    


    [Master
      Servicer]

     

    
      
        	RE:	
                Annual
                  officer’s certificate delivered pursuant to Section 3.24 of that certain
                  Pooling Servicing Agreement, dated as of January 1, 2006 (the
                  “Pooling
                  and Servicing Agreement”),
                  among HSI Asset Securitization Corporation, as depositor (the
                  “Depositor”),
                  JP Morgan Chase Bank, National Association, as servicer, NC Capital
                  Corporation, as mortgage loan seller, Wells Fargo Bank, N.A., as
                  master
                  servicer, (in such capacity, the “Master
                  Servicer”)
                  and securities administrator (in such capacity, the “Securities
                  Administrator”)
                  and Deutsche Bank National Trust Company, as trustee (the “Trustee”)
                  and custodian

              


      

    


    [_______],
      the undersigned, a duly authorized [_______] of [the Servicer][Name of
      Subservicer], does hereby certify the following for the [calendar year][identify
      other period] ending on December 31, 20[__]:

    


    
      	
              1.

            	
              A
                review of the activities of the Servicer during the preceding calendar
                year (or portion thereof) and of its performance under the Agreement
                for
                such period has been made under my
                supervision.

            


    

    


    
      	
              2.

            	
              To
                the best of my knowledge, based on such review, the Servicer has
                fulfilled
                all of its obligations under the Agreement in all material respects
                throughout such year (or applicable portion thereof), or, if there
                has
                been a failure to fulfill any such obligation in any material respect,
                I
                have specifically identified to the Master Servicer, the Depositor
                and the
                Trustee each such failure known to me and the nature and status thereof,
                including the steps being taken by the Servicer to remedy such
                default.

            


    

    


    Certified
      By:

    


    


    


    ______________________________

    Name:

    Title:
      

    



    
      
        
        

      

      
        EXHIBIT
          U-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      V

     

    ADDITIONAL
      FORM 10-D DISCLOSURE

    


    


    
      	
              Item
                on Form 10-D

            	 	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

              Any
                information required by 1121 which is NOT included on the Monthly
                Statement

            	 	
              Servicer

              Securities
                Administrator

              Depositor

            
	
              Item
                2: Legal Proceedings

               

              per
                Item 1117 of Reg AB

            	 	
              (i)
                All parties to this Agreement (as to themselves), (ii) the Securities
                Administrator and Servicer as to the issuing entity, (iii) the Depositor
                as to the sponsor, any 1110(b) originator, any 1100(d)(1)
                party

            
	
              Item
                3: Sale of Securities and Use of Proceeds

            	 	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

            	 	
              Securities
                Administrator

            
	
              Item
                5: Submission of Matters to a Vote of Security Holders

            	 	
              Securities
                Administrator

            
	
              Item
                6: Significant Obligors of Pool Assets

            	 	
              Depositor

            
	
              Item
                7: Significant Enhancement Provider Information

            	 	
              Depositor

            
	
              Item
                8: Other Information

            	 	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                9: Exhibits

            	 	
              Securities
                Administrator, Depositor

            


    

    


    



    
      
        
        

      

      
        EXHIBIT
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    EXHIBIT
      W

    


    ADDITIONAL
      FORM 10-K DISCLOSURE

    


    


    
      	
              Item
                on Form 10-K

            	 	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	 	
              Depositor

            
	
              Item
                9B: Other Information

            	 	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	 	
              Securities
                Administrator

              Depositor

            
	
              Additional
                Item:

               

              Disclosure
                per Item 1117 of Reg AB

            	 	
              (i)
                All parties to this Agreement (as to themselves), (ii) the Securities
                Administrator and Master Servicer as to the issuing entity, (iii)
                the
                Depositor as to the sponsor, any 1100(b) originator, any 1100(d)(1)
                party

            
	
              Additional
                Item:

              Disclosure
                per Item 1119 of Reg AB

            	 	
              
                (i)
                  All parties to the Pooling and Servicing Agreement as to themselves
                  with
                  respect to such party’s affiliations, if any, (ii) the Depositor as to the
                  sponsor, originator, significant obligor, enhancement or support
                  provider

              

            
	
              Additional
                Item:

              Disclosure
                per Item 1112(b) of Reg AB

            	 	
              Depositor

            
	
              Additional
                Item:

              Disclosure
                per Items 1114(b) and 1115(b) of Reg AB

            	 	
              Depositor

              Securities
                Administrator

            
	 	 	 


    

    


    



    
      
        
        

      

      
        EXHIBIT
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    EXHIBIT
      X

    


    FORM
      8-K DISCLOSURE INFORMATION

    


    


    
      	
              Item
                on Form 8-K

            	 	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

            	 	
              
                All
                  parties (other than the Trustee or the Custodian)

              

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

            	 	
              
                All
                  parties (other than the Trustee or the Custodian)

              

            
	
              Item
                1.03- Bankruptcy or Receivership

            	 	
              Depositor

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

            	 	
              Depositor

            
	
              Item
                3.03- Material Modification to Rights of Security Holders

            	 	
              Securities
                Administrator

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

            	 	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational Material

            	 	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Securities Administrator

            	 	
              Servicer,
                Securities Administrator

            
	
              Item
                6.03- Change in Credit Enhancement or External Support

            	 	
              Depositor/Securities
                Administrator

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	 	
              Securities
                Administrator

            
	
              Item
                6.05- Securities Act Updating Disclosure

            	 	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	 	
              Depositor

            
	
              Item
                8.01

            	  	
              Depositor

            
	
              Item
                9.01

            	  	
              Depositor

            
	 	  	 
              


    

    


    
      
        
        

      

      
        EXHIBIT
          X-1