EXECUTION

    

     

      
        

      

    

    

      GREENPOINT
        MORTGAGE FUNDING TRUST 2006-OH1

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2006-OH1

       

      


       

      MASTER
        SERVICING

       

      and

       

      TRUST
        AGREEMENT

       

      among

       

      GS
        MORTGAGE SECURITIES CORP.,

      as
        Depositor,

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator and Master Servicer

       

      and

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      as
        Trustee and Custodian

       

      Dated
        as of December 1, 2006

    

     

      
        

      

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TABLE
      OF CONTENTS

     

    Page

     

    ARTICLE
      I

     

    DEFINITIONS

    

      
        	
                Section
                  1.01
                  Definitions.

              	
                13

              
	
                 

                ARTICLE
                  II

              
	
                CONVEYANCE
                  OF DEPOSITOR’S INTEREST IN TRUST FUND; REPRESENTATIONS AND
                  WARRANTIES

                 

              
	
                Section
                  2.01
                  Conveyance of Mortgage Loans.

              	
                13

              
	
                Section
                  2.02
                  Acceptance by the Custodian of the Mortgage Loans; Assignments
                  to the
                  Trustee..

              	
                15

              
	
                Section
                  2.03
                  Execution and Delivery of Certificates.

              	
                17

              
	
                Section
                  2.04
                  REMIC Matters.

              	
                17

              
	
                Section
                  2.05
                  Representations and Warranties of the Depositor.

              	
                17

              
	
                Section
                  2.06
                  Representations and Warranties of Deutsche Bank.

              	
                19

              
	
                 

                ARTICLE
                  III

              
	
                TRUST
                  ACCOUNTS

                 

              
	
                Section
                  3.01
                  Excess Reserve Fund Account; Certificate Account.

              	
                20

              
	
                Section
                  3.02
                  Investment of Funds in the Certificate Account

              	
                21

              
	
                 

                ARTICLE
                  IV

              
	
                DISTRIBUTIONS

                 

              
	
                Section
                  4.01
                  Priorities of Distribution.

              	
                23

              
	
                Section
                  4.02
                  Monthly Statements to Certificateholders.

              	
                27

              
	
                Section
                  4.03
                  Allocation of Applied Realized Loss Amounts.

              	
                29

              
	
                Section
                  4.04
                  Certain Matters Relating to the Determination of LIBOR.

              	
                30

              
	
                Section
                  4.05
                  Supplemental Interest Trust.

              	
                30

              
	
                Section
                  4.06
                  Trust’s Obligations under the Interest Rate Swap Agreement; Replacement
                  and Termination of the Interest Rate Swap Agreement.

              	
                31

              
	
                 

                ARTICLE
                  V

              
	
                THE
                  CERTIFICATES

                 

              
	
                Section
                  5.01
                  The Certificates.

              	
                32

              
	
                Section
                  5.02
                  Certificate Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                33

              
	
                Section
                  5.03
                  Mutilated, Destroyed, Lost or Stolen Certificates

              	
                39

              
	
                Section
                  5.04
                  Persons Deemed Owners.

              	
                39

              
	
                Section
                  5.05
                  Access to List of Certificateholders’ Names and Addresses.

              	
                39

              
	
                Section
                  5.06
                  Maintenance of Office or Agency

              	
                39

              


      

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

      
        	
                ARTICLE
                  VI

              
	
                THE
                  DEPOSITOR

                 

              
	
                Section
                  6.01
                  Liabilities of the Depositor.

              	
                40

              
	
                Section
                  6.02
                  Merger or Consolidation of the Depositor.

              	
                40

              
	
                Section
                  6.03
                  Limitation on Liability of the Depositor and Others.

              	
                40

              
	
                Section
                  6.04
                  Servicing Compliance Review.

              	
                41

              
	
                 

                ARTICLE
                  VII

              
	
                SERVICER
                  DEFAULT

                 

              
	
                Section
                  7.01
                  Events of Default

              	
                41

              
	
                Section
                  7.02
                  Master Servicer to Act; Appointment of Successor

              	
                41

              
	
                Section
                  7.03
                  Master Servicer to Act as Servicer..

              	
                43

              
	
                Section
                  7.04
                  Notification to Certificateholders.

              	
                43

              
	
                 

                ARTICLE
                  VIII

              
	
                CONCERNING
                  THE TRUSTEE AND THE CUSTODIAN

                 

              
	
                Section
                  8.01
                  Duties of the Trustee and the Custodian.

              	
                43

              
	
                Section
                  8.02 [Reserved]

              	
                44

              
	
                Section
                  8.03
                  Certain Matters Affecting the Trustee and the Custodian. 

              	
                44

              
	
                Section
                  8.04
                  Trustee and Custodian Not Liable for Certificates or Mortgage
                  Loans

              	
                46

              
	
                Section
                  8.05
                  Trustee May Own Certificates.

              	
                46

              
	
                Section
                  8.06
                  Trustee’s Fees and Expenses.

              	
                46

              
	
                Section
                  8.07
                  Eligibility Requirements for the Trustee.

              	
                47

              
	
                Section
                  8.08
                  Resignation and Removal of the Trustee.

              	
                48

              
	
                Section
                  8.09
                  Successor Trustee.

              	
                48

              
	
                Section
                  8.10
                  Merger or Consolidation of the Trustee or the Custodian.

              	
                49

              
	
                Section
                  8.11
                  Appointment of Co-Trustee or Separate Trustee.

              	
                49

              
	
                Section
                  8.12
                  Tax Matters.

              	
                50

              
	
                Section
                  8.13 [Reserved]

              	
                53

              
	
                Section
                  8.14
                  Tax Classification of the Excess Reserve Fund Account and the Interest
                  Rate Swap Agreement.

              	
                54

              
	
                Section
                  8.15 [Reserved]

              	
                54

              
	
                Section
                  8.16
                  Custodial Responsibilities.

              	
                54

              
	
                 

                ARTICLE
                  IX

              
	
                ADMINISTRATION
                  OF THE MORTGAGE LOANS BY THE MASTER SERVICER

                 

              
	
                Section
                  9.01
                  Duties of the Master Servicer; Enforcement of Servicer’s
                  Obligations

              	
                56

              
	
                Section
                  9.02
                  Maintenance of Fidelity Bond and Errors and Omissions
                  Insurance.

              	
                57

              


      

       

      
        
           

        

        
          ii

          
            

          

        

        
           

        

      

      
        	
                Section
                  9.03
                  Representations and Warranties of the Master Servicer and
                  Others.

              	
                57

              
	
                Section
                  9.04
                  Master Servicer Events of Default.

              	
                59

              
	
                Section
                  9.05
                  Waiver of Default

              	
                61

              
	
                Section
                  9.06
                  Successor to the Master Servicer.

              	
                61

              
	
                Section
                  9.07
                  Compensation of the Master Servicer.

              	
                63

              
	
                Section
                  9.08
                  Merger or Consolidation.

              	
                63

              
	
                Section
                  9.09
                  Resignation of the Master Servicer.

              	
                63

              
	
                Section
                  9.10
                  Assignment or Delegation of Duties by the Master Servicer.

              	
                63

              
	
                Section
                  9.11
                  Limitation on Liability of the Master Servicer.

              	
                64

              
	
                Section
                  9.12
                  Indemnification; Third Party Claims.

              	
                64

              
	
                 

                ARTICLE
                  X

              
	
                CONCERNING
                  THE SECURITIES ADMINISTRATOR

                 

              
	
                Section
                  10.01
                  Duties of the Securities Administrator

              	
                65

              
	
                Section
                  10.02
                  Certain Matters Affecting the Securities Administrator

              	
                66

              
	
                Section
                  10.03
                  Securities Administrator Not Liable for Certificates or Mortgage
                  Loans.

              	
                68

              
	
                Section
                  10.04
                  Securities Administrator May Own Certificates.

              	
                68

              
	
                Section
                  10.05
                  Securities Administrator’s Fees and Expenses

              	
                68

              
	
                Section
                  10.06
                  Eligibility Requirements for the Securities Administrator.

              	
                69

              
	
                Section
                  10.07
                  Resignation and Removal of the Securities Administrator.

              	
                70

              
	
                Section
                  10.08
                  Successor Securities Administrator.

              	
                71

              
	
                Section
                  10.09
                  Merger or Consolidation of the Securities Administrator

              	
                72

              
	
                Section
                  10.10
                  Assignment or Delegation of Duties by the Securities
                  Administrator.

              	
                72

              
	
                 

                ARTICLE
                  XI

              
	
                TERMINATION

                 

              
	
                Section
                  11.01
                  Termination upon Liquidation or Purchase of the Mortgage
                  Loans

              	
                72

              
	
                Section
                  11.02
                  Final Distribution on the Certificates.

              	
                73

              
	
                Section
                  11.03
                  Additional Termination Requirements.

              	
                74

              
	
                 

                ARTICLE
                  XII

              
	
                MISCELLANEOUS
                  PROVISIONS

                 

              
	
                Section
                  12.01 Amendment

              	
                75

              
	
                Section
                  12.02
                  Recordation of Agreement; Counterparts.

              	
                77

              
	
                Section
                  12.03
                  Governing Law.

              	
                78

              
	
                Section
                  12.04
                  Intention of Parties.

              	
                78

              
	
                Section
                  12.05 Notices.

              	
                78

              
	
                Section
                  12.06
                  Severability of Provisions.

              	
                79

              
	
                Section
                  12.07
                  Limitation on Rights of Certificateholders.

              	
                80

              
	
                Section
                  12.08
                  Certificates Nonassessable and Fully Paid.

              	
                80

              
	
                Section
                  12.09
                  Waiver of Jury Trial

              	
                80

              


      

       

      
        
           

        

        
          iii

          
            

          

        

        
           

        

      

      
        	
                ARTICLE
                  XIII

              
	
                EXCHANGE
                  ACT REPORTING

                 

              
	
                Section
                  13.01
                  Filing Obligations.

              	
                81

              
	
                Section
                  13.02
                  Form 8-K Filings.

              	
                82

              
	
                Section
                  13.03
                  Form 10-D Filings.

              	
                83

              
	
                Section
                  13.04
                  Form 10-K Filings.

              	
                84

              
	
                Section
                  13.05
                  Form 15 Filing.

              	
                86

              
	
                Section
                  13.06
                  Sarbanes-Oxley Certification.

              	
                86

              
	
                Section
                  13.07
                  Report on Assessment of Compliance and Attestation.

              	
                87

              
	
                Section
                  13.08
                  Use of Subservicers and Subcontractors.

              	
                88

              


      

    

     

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

    
      SCHEDULES

       

      
        	
                Schedule
                  I

              	
                Mortgage
                  Loan Schedule

              


      

       

      EXHIBITS

       

      
        	
                Exhibit
                  A

              	
                Forms
                  of Class A Certificates and Class M
                  Certificates

              


      

       

      
        	
                Exhibit
                  B

              	
                Form
                  of Class P Certificates

              


      

       

      
        	
                Exhibit
                  C

              	
                Forms
                  of Class R, Class RC and Class RX
                  Certificates

              


      

       

      
        	
                Exhibit
                  D

              	
                Form
                  of Class X Certificates

              


      

       

      
        	
                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-1

              	
                Form
                  of Rule 144A Letter

              


      

       

      
        	
                Exhibit
                  I-2

              	
                Form
                  of ERISA Transfer Affidavit

              


      

       

      
        	
                Exhibit
                  J-1

              	
                Form
                  of Back-up Certification (Master
                  Servicer)

              


      

       

      
        	
                Exhibit
                  J-2

              	
                Form
                  of Back-up Certification (Securities
                  Administrator)

              


      

       

      
        	
                Exhibit
                  K

              	
                Form
                  of Servicing Criteria to be Addressed in Assessment of Compliance
                  Statement

              


      

       

      
        	
                Exhibit
                  L

              	
                Form
                  of Request for Release of Documents (Deutsche Bank National Trust
                  Company)

              


      

       

      
        	
                Exhibit
                  M

              	
                Form
                  8-K Disclosure Information

              


      

       

      
        	
                Exhibit
                  N

              	
                Additional
                  Form 10-D Disclosure

              


      

       

      
        	Exhibit
                O	
                Additional
                  Form 10-K Disclosure

              


      

       

      
        
           

        

        
          v

          
            

          

        

        
           

        

      

    

    
      This
        MASTER SERVICING AND TRUST AGREEMENT dated as of December 1, 2006, as
        supplemented by the Standard Terms to Master Servicing and Trust Agreement
        (December 2006 Edition) (collectively, the “Trust
        Agreement”
or
        this
“Agreement”),
        is
        hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware
        corporation (the “Depositor”),
        DEUTSCHE BANK NATIONAL TRUST COMPANY (“Deutsche
        Bank”),
        as
        trustee (in such capacity, the “Trustee”)
        and as
        custodian (in such capacity, the “Custodian”)
        and
        WELLS FARGO BANK, N.A. (“Wells
        Fargo”),
        as
        master servicer (in such capacity, the “Master
        Servicer”)
        and as
        securities administrator (in such capacity, the “Securities
        Administrator”).

       

      W
        I T N E
        S S E T H:

       

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

       

      PRELIMINARY
        STATEMENT


       

      The
        Securities Administrator on behalf of the Trust shall elect that five segregated
        asset pools within the Trust Fund be treated for federal income tax purposes
        as
        comprising five REMICs (each, a “Trust
        REMIC”
or,
        in
        the alternative, the “Lower-Tier REMIC,” the “Middle-Tier REMIC,” the
“Upper-Tier REMIC,” the “Class X REMIC” and the “Class P REMIC”). The
        Class X Interest, the Class P Interest and each Class of LIBOR Certificates
        (exclusive of the right to receive Basis Risk Carry Forward Amounts or any
        obligation to pay amounts to the Supplemental Interest Trust), represents
        ownership of a regular interest in the Upper-Tier REMIC for purposes of the
        REMIC Provisions. The Class R Certificates represent ownership of the sole
        class of residual interest in each of the Middle-Tier REMIC and the Upper-Tier
        REMIC, the Class RC Certificates represent ownership of the sole class of
        residual interest in the Lower-Tier REMIC, and the Class RX Certificates
        represent ownership of the sole class of residual interest in each of the
        Class
        X REMIC and Class P REMIC for purposes of the REMIC Provisions. The Startup
        Day
        for each REMIC described herein is the Closing Date. The latest possible
        maturity date for each Certificate is the latest date referenced in Section
        2.04. The Class X REMIC shall hold as its assets the Class X Interest and
        the
        Class P REMIC shall hold as its assets the Class P Interest, in each case,
        as
        provided below. The Upper-Tier REMIC shall hold as its assets the several
        classes of uncertificated Middle-Tier Regular Interests in the Middle-Tier
        REMIC, as provided below. The Middle-Tier REMIC shall hold as its assets
        the
        several classes of uncertificated Lower-Tier Regular Interests in the Lower-Tier
        REMIC, as provided below. The Lower-Tier REMIC shall hold as its assets the
        assets described in the definition of “Trust Fund” herein (other than the Excess
        Reserve Fund Account and any rights under the Interest Rate Swap Agreement).
        Each Class of LIBOR Certificates represents beneficial ownership of a regular
        interest in the Upper-Tier REMIC and the right to receive Basis Risk Carry
        Forward Amounts and the obligation to pay amounts to the Supplement Interest
        Trust, the Class P Certificates represent beneficial ownership of a regular
        interest in the Class P REMIC, and the Class X Certificates represent beneficial
        ownership of a regular interest in the Class X REMIC, the Excess Reserve
        Fund
        Account and the Supplement Interest Trust. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      The
        Lower-Tier REMIC

       

      The
        Lower-Tier Regular Interests will have the initial principal balances and
        Pass-Through Rates as set forth in the following table:

      

        
          	
                  Class
                    Designation

                	 	 	
                  Initial
                    Principal Balance

                	 	
                  Interest
                    Rate

                
	
                  LT1-A

                	 	 	
                  (4)

                	 	
                  (1)

                
	
                  LT1-F1

                	 	
                  $

                	
                  8,166,340.50

                	 	
                  (2)

                
	
                  LT1-V1

                	 	
                  $

                	
                  8,166,340.50

                	 	
                  (3)

                
	
                  LT1-F2

                	 	
                  $

                	
                  7,870,571.50

                	 	
                  (2)

                
	
                  LT1-V2

                	 	
                  $

                	
                  7,870,571.50

                	 	
                  (3)

                
	
                  LT1-F3

                	 	
                  $

                	
                  7,585,581.00

                	 	
                  (2)

                
	
                  LT1-V3

                	 	
                  $

                	
                  7,585,581.00

                	 	
                  (3)

                
	
                  LT1-F4

                	 	
                  $

                	
                  7,310,975.50

                	 	
                  (2)

                
	
                  LT1-V4

                	 	
                  $

                	
                  7,310,975.50

                	 	
                  (3)

                
	
                  LT1-F5

                	 	
                  $

                	
                  7,046,372.00

                	 	
                  (2)

                
	
                  LT1-V5

                	 	
                  $

                	
                  7,046,372.00

                	 	
                  (3)

                
	
                  LT1-F6

                	 	
                  $

                	
                  6,791,405.50

                	 	
                  (2)

                
	
                  LT1-V6

                	 	
                  $

                	
                  6,791,405.50

                	 	
                  (3)

                
	
                  LT1-F7

                	 	
                  $

                	
                  6,545,723.00

                	 	
                  (2)

                
	
                  LT1-V7

                	 	
                  $

                	
                  6,545,723.00

                	 	
                  (3)

                
	
                  LT1-F8

                	 	
                  $

                	
                  6,308,983.50

                	 	
                  (2)

                
	
                  LT1-V8

                	 	
                  $

                	
                  6,308,983.50

                	 	
                  (3)

                
	
                  LT1-F9

                	 	
                  $

                	
                  6,080,861.00

                	 	
                  (2)

                
	
                  LT1-V9

                	 	
                  $

                	
                  6,080,861.00

                	 	
                  (3)

                
	
                  LT1-F10

                	 	
                  $

                	
                  5,861,038.00

                	 	
                  (2)

                
	
                  LT1-V10

                	 	
                  $

                	
                  5,861,038.00

                	 	
                  (3)

                
	
                  LT1-F11

                	 	
                  $

                	
                  5,649,213.00

                	 	
                  (2)

                
	
                  LT1-V11

                	 	
                  $

                	
                  5,649,213.00

                	 	
                  (3)

                
	
                  LT1-F12

                	 	
                  $

                	
                  5,445,091.50

                	 	
                  (2)

                
	
                  LT1-V12

                	 	
                  $

                	
                  5,445,091.50

                	 	
                  (3)

                
	
                  LT1-F13

                	 	
                  $

                	
                  5,248,392.50

                	 	
                  (2)

                
	
                  LT1-V13

                	 	
                  $

                	
                  5,248,392.50

                	 	
                  (3)

                
	
                  LT1-F14

                	 	
                  $

                	
                  5,058,844.00

                	 	
                  (2)

                
	
                  LT1-V14

                	 	
                  $

                	
                  5,058,844.00

                	 	
                  (3)

                
	
                  LT1-F15

                	 	
                  $

                	
                  4,876,185.00

                	 	
                  (2)

                
	
                  LT1-V15

                	 	
                  $

                	
                  4,876,185.00

                	 	
                  (3)

                
	
                  LT1-F16

                	 	
                  $

                	
                  4,700,163.50

                	 	
                  (2)

                
	
                  LT1-V16

                	 	
                  $

                	
                  4,700,163.50

                	 	
                  (3)

                
	
                  LT1-F17

                	 	
                  $

                	
                  4,530,536.50

                	 	
                  (2)

                
	
                  LT1-V17

                	 	
                  $

                	
                  4,530,536.50

                	 	
                  (3)

                
	
                  LT1-F18

                	 	
                  $

                	
                  4,367,070.50

                	 	
                  (2)

                
	
                  LT1-V18

                	 	
                  $

                	
                  4,367,070.50

                	 	
                  (3)

                
	
                  LT1-F19

                	 	
                  $

                	
                  4,209,540.50

                	 	
                  (2)

                
	
                  LT1-V19

                	 	
                  $

                	
                  4,209,540.50

                	 	
                  (3)

                
	
                  LT1-F20

                	 	
                  $

                	
                  4,057,729.50

                	 	
                  (2)

                


        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

        
          	
                  Class
                    Designation

                	 	 	
                  Initial
                    Principal Balance

                	 	
                  Interest
                    Rate

                


        

        
          	
                  LT1-V20

                	 	
                  $

                	
                  4,057,729.50

                	 	
                  (3)

                
	
                  LT1-F21

                	 	
                  $

                	
                  3,911,428.50

                	 	
                  (2)

                
	
                  LT1-V21

                	 	
                  $

                	
                  3,911,428.50

                	 	
                  (3)

                
	
                  LT1-F22

                	 	
                  $

                	
                  3,770,436.50

                	 	
                  (2)

                
	
                  LT1-V22

                	 	
                  $

                	
                  3,770,436.50

                	 	
                  (3)

                
	
                  LT1-F23

                	 	
                  $

                	
                  3,634,560.00

                	 	
                  (2)

                
	
                  LT1-V23

                	 	
                  $

                	
                  3,634,560.00

                	 	
                  (3)

                
	
                  LT1-F24

                	 	
                  $

                	
                  3,503,611.00

                	 	
                  (2)

                
	
                  LT1-V24

                	 	
                  $

                	
                  3,503,611.00

                	 	
                  (3)

                
	
                  LT1-F25

                	 	
                  $

                	
                  3,377,411.50

                	 	
                  (2)

                
	
                  LT1-V25

                	 	
                  $

                	
                  3,377,411.50

                	 	
                  (3)

                
	
                  LT1-F26

                	 	
                  $

                	
                  3,255,786.50

                	 	
                  (2)

                
	
                  LT1-V26

                	 	
                  $

                	
                  3,255,786.50

                	 	
                  (3)

                
	
                  LT1-F27

                	 	
                  $

                	
                  3,138,570.00

                	 	
                  (2)

                
	
                  LT1-V27

                	 	
                  $

                	
                  3,138,570.00

                	 	
                  (3)

                
	
                  LT1-F28

                	 	
                  $

                	
                  3,025,601.50

                	 	
                  (2)

                
	
                  LT1-V28

                	 	
                  $

                	
                  3,025,601.50

                	 	
                  (3)

                
	
                  LT1-F29

                	 	
                  $

                	
                  2,916,725.50

                	 	
                  (2)

                
	
                  LT1-V29

                	 	
                  $

                	
                  2,916,725.50

                	 	
                  (3)

                
	
                  LT1-F30

                	 	
                  $

                	
                  2,811,792.50

                	 	
                  (2)

                
	
                  LT1-V30

                	 	
                  $

                	
                  2,811,792.50

                	 	
                  (3)

                
	
                  LT1-F31

                	 	
                  $

                	
                  2,710,660.50

                	 	
                  (2)

                
	
                  LT1-V31

                	 	
                  $

                	
                  2,710,660.50

                	 	
                  (3)

                
	
                  LT1-F32

                	 	
                  $

                	
                  2,613,818.50

                	 	
                  (2)

                
	
                  LT1-V32

                	 	
                  $

                	
                  2,613,818.50

                	 	
                  (3)

                
	
                  LT1-F33

                	 	
                  $

                	
                  2,520,668.50

                	 	
                  (2)

                
	
                  LT1-V33

                	 	
                  $

                	
                  2,520,668.50

                	 	
                  (3)

                
	
                  LT1-F34

                	 	
                  $

                	
                  2,506,248.00

                	 	
                  (2)

                
	
                  LT1-V34

                	 	
                  $

                	
                  2,506,248.00

                	 	
                  (3)

                
	
                  LT1-F35

                	 	
                  $

                	
                  2,413,578.00

                	 	
                  (2)

                
	
                  LT1-V35

                	 	
                  $

                	
                  2,413,578.00

                	 	
                  (3)

                
	
                  LT1-F36

                	 	
                  $

                	
                  2,324,253.00

                	 	
                  (2)

                
	
                  LT1-V36

                	 	
                  $

                	
                  2,324,253.00

                	 	
                  (3)

                
	
                  LT1-F37

                	 	
                  $

                	
                  2,238,249.00

                	 	
                  (2)

                
	
                  LT1-V37

                	 	
                  $

                	
                  2,238,249.00

                	 	
                  (3)

                
	
                  LT1-F38

                	 	
                  $

                	
                  2,155,442.50

                	 	
                  (2)

                
	
                  LT1-V38

                	 	
                  $

                	
                  2,155,442.50

                	 	
                  (3)

                
	
                  LT1-F39

                	 	
                  $

                	
                  2,075,713.00

                	 	
                  (2)

                
	
                  LT1-V39

                	 	
                  $

                	
                  2,075,713.00

                	 	
                  (3)

                
	
                  LT1-F40

                	 	
                  $

                	
                  1,998,947.50

                	 	
                  (2)

                
	
                  LT1-V40

                	 	
                  $

                	
                  1,998,947.50

                	 	
                  (3)

                
	
                  LT1-F41

                	 	
                  $

                	
                  1,925,033.50

                	 	
                  (2)

                
	
                  LT1-V41

                	 	
                  $

                	
                  1,925,033.50

                	 	
                  (3)

                
	
                  LT1-F42

                	 	
                  $

                	
                  1,853,865.00

                	 	
                  (2)

                


        

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

        
          	
                  Class
                    Designation

                	 	 	
                  Initial
                    Principal Balance

                	 	
                  Interest
                    Rate

                


        

        
          	
                  LT1-V42

                	 	
                  $

                	
                  1,853,865.00

                	 	
                  (3)

                
	
                  LT1-F43

                	 	
                  $

                	
                  1,785,341.00

                	 	
                  (2)

                
	
                  LT1-V43

                	 	
                  $

                	
                  1,785,341.00

                	 	
                  (3)

                
	
                  LT1-F44

                	 	
                  $

                	
                  1,719,361.50

                	 	
                  (2)

                
	
                  LT1-V44

                	 	
                  $

                	
                  1,719,361.50

                	 	
                  (3)

                
	
                  LT1-F45

                	 	
                  $

                	
                  1,655,831.50

                	 	
                  (2)

                
	
                  LT1-V45

                	 	
                  $

                	
                  1,655,831.50

                	 	
                  (3)

                
	
                  LT1-F46

                	 	
                  $

                	
                  1,594,660.00

                	 	
                  (2)

                
	
                  LT1-V46

                	 	
                  $

                	
                  1,594,660.00

                	 	
                  (3)

                
	
                  LT1-F47

                	 	
                  $

                	
                  1,536,006.00

                	 	
                  (2)

                
	
                  LT1-V47

                	 	
                  $

                	
                  1,536,006.00

                	 	
                  (3)

                
	
                  LT1-F48

                	 	
                  $

                	
                  1,480,068.50

                	 	
                  (2)

                
	
                  LT1-V48

                	 	
                  $

                	
                  1,480,068.50

                	 	
                  (3)

                
	
                  LT1-F49

                	 	
                  $

                	
                  1,488,800.50

                	 	
                  (2)

                
	
                  LT1-V49

                	 	
                  $

                	
                  1,488,800.50

                	 	
                  (3)

                
	
                  LT1-F50

                	 	
                  $

                	
                  1,432,393.00

                	 	
                  (2)

                
	
                  LT1-V50

                	 	
                  $

                	
                  1,432,393.00

                	 	
                  (3)

                
	
                  LT1-F51

                	 	
                  $

                	
                  1,377,662.50

                	 	
                  (2)

                
	
                  LT1-V51

                	 	
                  $

                	
                  1,377,662.50

                	 	
                  (3)

                
	
                  LT1-F52

                	 	
                  $

                	
                  1,324,746.50

                	 	
                  (2)

                
	
                  LT1-V52

                	 	
                  $

                	
                  1,324,746.50

                	 	
                  (3)

                
	
                  LT1-F53

                	 	
                  $

                	
                  1,273,863.50

                	 	
                  (2)

                
	
                  LT1-V53

                	 	
                  $

                	
                  1,273,863.50

                	 	
                  (3)

                
	
                  LT1-F54

                	 	
                  $

                	
                  1,224,934.50

                	 	
                  (2)

                
	
                  LT1-V54

                	 	
                  $

                	
                  1,224,934.50

                	 	
                  (3)

                
	
                  LT1-F55

                	 	
                  $

                	
                  1,177,885.00

                	 	
                  (2)

                
	
                  LT1-V55

                	 	
                  $

                	
                  1,177,885.00

                	 	
                  (3)

                
	
                  LT1-F56

                	 	
                  $

                	
                  1,132,642.50

                	 	
                  (2)

                
	
                  LT1-V56

                	 	
                  $

                	
                  1,132,642.50

                	 	
                  (3)

                
	
                  LT1-F57

                	 	
                  $

                	
                  1,089,138.00

                	 	
                  (2)

                
	
                  LT1-V57

                	 	
                  $

                	
                  1,089,138.00

                	 	
                  (3)

                
	
                  LT1-F58

                	 	
                  $

                	
                  26,089,415.00

                	 	
                  (2)

                
	
                  LT1-V58

                	 	
                  $

                	
                  26,089,415.00

                	 	
                  (3)

                


        

      

       

        
          

        

      

      
        
          	
                  (1)

                	
                  For
                    each Distribution Date (and the related Interest Accrual Period),
                    the
                    interest rate for the Class LT1-A Interest shall be the Net WAC
                    Cap Rate,
                    determined without regard to the Interest Rate Swap Agreement
                    (the “REMIC
                    Net WAC Cap Rate”). 

                


        

         

        
          	
                  (2)

                	
                  For
                    any Distribution Date (and the related Interest Accrual Period),
                    the
                    interest rate for each of these interests shall be the lesser
                    of (i)
                    9.925% for such Distribution Date, and (ii) the product of (a)
                    the REMIC
                    Net WAC Cap Rate and (b) 2.

                


        

         

        
          	
                  (3)

                	
                  For
                    any Distribution Date (and the related Interest Accrual Period),
                    the
                    interest rate for each of these interests shall be the excess,
                    if any, of
                    (i) the product of (a) the REMIC Net WAC Cap Rate and (b) 2,
                    over (ii)
                    9.925% for such Distribution Date.

                


        

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

        
          	
                  (4)

                	
                  This
                    interest shall have an initial principal balance equal to the
                    excess of
                    the aggregate Stated Principal Balance of the Mortgage Loans
                    as of the
                    Cut-off Date over the aggregate initial principal balance of
                    each other
                    regular interest in the Lower-Tier
                    REMIC.

                


        

         

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

         

        On
          each
          Distribution Date, the Securities Administrator shall distribute the aggregate
          Interest Remittance Amount (net of expenses described in the preceding
          paragraph
          and without regard to any payments related to the Interest Rate Swap Agreement)
          with respect to each of the Lower-Tier REMIC Interests based on the
          above-described interest rates.

         

        On
          each
          Distribution Date, the Securities Administrator shall distribute the aggregate
          Principal Remittance Amount with respect to the Lower-Tier
          Regular Interests, first to the Class LT1-A Interest until its principal
          balance is reduced to zero, and then sequentially, to the other Lower-Tier
          Regular Interests 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 Regular Interests in the same manner that principal distributions
          are allocated.

         

        On
          each
          Distribution Date, the Securities Administrator shall distribute an amount
          equal
          to the amount then on deposit in the Certificate Account that represents
          Prepayment Premiums to the Class LT1-F58 Interest.

         

        In
          addition to issuing the Lower-Tier Regular Interests in the Lower-Tier
          REMIC,
          the Lower-Tier REMIC shall also issue the Class R-1 Interest which shall
          be the
          sole class of residual interest in the Lower-Tier REMIC. The Class RC
          Certificates will represent ownership of the Class R-1 Interest and will
          be
          issued as a single Certificate in definitive form in a principal amount
          of $100
          and shall have no interest rate. Amounts received by the Class R-1 Interest
          shall be deemed paid from the Lower-Tier REMIC. 

         

        The
          Middle-Tier REMIC

         

        The
          Middle-Tier Regular Interests will have the initial principal balances
          and
          Pass-Through Rates as set forth in the following table:

        

          
            	
                    Middle-Tier
                      Interest Designation

                  	 	
                    Pass-Through
                      Rate

                  	 	
                    Initial
                      Middle-Tier Principal Amount

                  	 	
                    Corresponding

                    Upper-Tier
                      REMIC Class

                  
	
                    LT2-A1

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    A-1

                  
	
                    LT2-A2

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    A-2

                  
	
                    LT2-A3

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    A-3

                  
	
                    LT2-M1

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-1

                  
	
                    LT2-M2

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-2

                  
	
                    LT2-M3

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-3

                  
	
                    LT2-M4

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-4

                  


          

           

          
            
               

            

            
              5

              
                

              

            

            
               

              	
                      Middle-Tier
                        Interest Designation

                    	 	
                      Pass-Through
                        Rate

                    	 	
                      Initial
                        Middle-Tier Principal Amount

                    	 	
                      Corresponding

                      Upper-Tier
                        REMIC Class

                    


            

          

          
            	
                    LT2-M5

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-5

                  
	
                    LT2-M6

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-6

                  
	
                    LT2-M7

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-7

                  
	
                    LT2-M8

                  	 	
                    (1)

                  	 	
                    (2)

                  	 	
                    M-8

                  
	
                    LT2-Accrual

                  	 	
                    (1)

                  	 	
                    (3)

                  	 	
                    N/A

                  
	
                    LT2-Swap
                      IO

                  	 	
                    (4)

                  	 	
                    (4)

                  	 	
                    N/A

                  


          

          
             

            
              

            

          

          
            	
                    (1)

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

                  


          

           

          
            	
                    (2)

                  	
                    Each
                      of these Middle-Tier Regular Interests shall have an initial
                      principal
                      amount equal to one-half the initial Class Principal Balance
                      of its
                      Corresponding Upper-Tier REMIC Class.


                  


          

           

          
            	
                    (3)

                  	
                    This
                      interest shall have an initial principal amount equal to the
                      excess of the
                      aggregate Stated Principal Balance of the Mortgage Loans as
                      of the Cut-off
                      Date less the sum of the initial
                      principal amounts of each other Middle-Tier Regular Interest
                      (other than
                      any interest-only interest).

                  


          

           

          
            	
                    (4)

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

                  


          

           

          
            	
                    Distribution
                      Dates

                  	 	
                    Lower-Tier
                      REMIC Class Designation

                  
	
                    2

                  	 	
                    Class
                      LT1-F1 through LT1-F58

                  
	
                    3

                  	 	
                    Class
                      LT1-F2 through LT1-F58

                  
	
                    4

                  	 	
                    Class
                      LT1-F3 through LT1-F58

                  
	
                    5

                  	 	
                    Class
                      LT1-F4 through LT1-F58

                  
	
                    6

                  	 	
                    Class
                      LT1-F5 through LT1-F58

                  
	
                    7

                  	 	
                    Class
                      LT1-F6 through LT1-F58

                  
	
                    8

                  	 	
                    Class
                      LT1-F7 through LT1-F58

                  
	
                    9

                  	 	
                    Class
                      LT1-F8 through LT1-F58

                  
	
                    10

                  	 	
                    Class
                      LT1-F9 through LT1-F58

                  
	
                    11

                  	 	
                    Class
                      LT1-F10 through LT1-F58

                  
	
                    12

                  	 	
                    Class
                      LT1-F11 through LT1-F58

                  
	
                    13

                  	 	
                    Class
                      LT1-F12 through LT1-F58

                  
	
                    14

                  	 	
                    Class
                      LT1-F13 through LT1-F58

                  
	
                    15

                  	 	
                    Class
                      LT1-F14 through LT1-F58

                  
	
                    16

                  	 	
                    Class
                      LT1-F15 through LT1-F58

                  
	
                    17

                  	 	
                    Class
                      LT1-F16 through LT1-F58

                  
	
                    18

                  	 	
                    Class
                      LT1-F17 through LT1-F58

                  
	
                    19

                  	 	
                    Class
                      LT1-F18 through LT1-F58

                  
	
                    20

                  	 	
                    Class
                      LT1-F19 through LT1-F58

                  
	
                    21

                  	 	
                    Class
                      LT1-F20 through LT1-F58

                  
	
                    22

                  	 	
                    Class
                      LT1-F21 through LT1-F58

                  


          

           

          
            
               

            

            
              6

              
                

              

            

            
               

            

          

          
            	
                    Distribution
                      Dates

                  	 	
                    Lower-Tier
                      REMIC Class Designation

                  


          

          
            	
                    23

                  	 	
                    Class
                      LT1-F22 through LT1-F58

                  
	
                    24

                  	 	
                    Class
                      LT1-F23 through LT1-F58

                  
	
                    25

                  	 	
                    Class
                      LT1-F24 through LT1-F58

                  
	
                    26

                  	 	
                    Class
                      LT1-F25 through LT1-F58

                  
	
                    27

                  	 	
                    Class
                      LT1-F26 through LT1-F58

                  
	
                    28

                  	 	
                    Class
                      LT1-F27 through LT1-F58

                  
	
                    29

                  	 	
                    Class
                      LT1-F28 through LT1-F58

                  
	
                    30

                  	 	
                    Class
                      LT1-F29 through LT1-F58

                  
	
                    31

                  	 	
                    Class
                      LT1-F30 through LT1-F58

                  
	
                    32

                  	 	
                    Class
                      LT1-F31 through LT1-F58

                  
	
                    33

                  	 	
                    Class
                      LT1-F32 through LT1-F58

                  
	
                    34

                  	 	
                    Class
                      LT1-F33 through LT1-F58

                  
	
                    35

                  	 	
                    Class
                      LT1-F34 through LT1-F58

                  
	
                    36

                  	 	
                    Class
                      LT1-F35 through LT1-F58

                  
	
                    37

                  	 	
                    Class
                      LT1-F36 through LT1-F58

                  
	
                    38

                  	 	
                    Class
                      LT1-F37 through LT1-F58

                  
	
                    39

                  	 	
                    Class
                      LT1-F38 through LT1-F58

                  
	
                    40

                  	 	
                    Class
                      LT1-F39 through LT1-F58

                  
	
                    41

                  	 	
                    Class
                      LT1-F40 through LT1-F58

                  
	
                    42

                  	 	
                    Class
                      LT1-F41 through LT1-F58

                  
	
                    43

                  	 	
                    Class
                      LT1-F42 through LT1-F58

                  
	
                    44

                  	 	
                    Class
                      LT1-F43 through LT1-F58

                  
	
                    45

                  	 	
                    Class
                      LT1-F44 through LT1-F58

                  
	
                    46

                  	 	
                    Class
                      LT1-F45 through LT1-F58

                  
	
                    47

                  	 	
                    Class
                      LT1-F46 through LT1-F58

                  
	
                    48

                  	 	
                    Class
                      LT1-F47 through LT1-F58

                  
	
                    49

                  	 	
                    Class
                      LT1-F48 through LT1-F58

                  
	
                    50

                  	 	
                    Class
                      LT1-F49 through LT1-F58

                  
	
                    51

                  	 	
                    Class
                      LT1-F50 through LT1-F58

                  
	
                    52

                  	 	
                    Class
                      LT1-F51 through LT1-F58

                  
	
                    53

                  	 	
                    Class
                      LT1-F52 through LT1-F58

                  
	
                    54

                  	 	
                    Class
                      LT1-F53 through LT1-F58

                  
	
                    55

                  	 	
                    Class
                      LT1-F54 through LT1-F58

                  
	
                    56

                  	 	
                    Class
                      LT1-F55 through LT1-F58

                  
	
                    57

                  	 	
                    Class
                      LT1-F56 through LT1-F58

                  
	
                    58

                  	 	
                    Class
                      LT1-F57 through LT1-F58

                  
	
                    59

                  	 	
                    Class
                      LT1-F58

                  


          

           

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

           

          On
            each
            Distribution Date principal shall be distributed, and Realized Losses
            shall be
            allocated, among the Middle-Tier Regular Interests in the following order
            of priority:

           

          
            
               

            

            
              7

              
                

              

            

            
               

            

          

          First,
            to each
            Middle-Tier Regular Interest with a Corresponding Upper-Tier REMIC Class
            until
            the principal balance of each such Middle-Tier Regular Interest equals
            one-half
            of the Class Principal Balance of the Corresponding Class in the Upper-Tier
            REMIC immediately after such Distribution Date; and

           

          Second,
            to the
            Class LT2-Accrual Interest, any remaining amounts.

           

          On
            each
            Distribution Date, the Securities Administrator shall be deemed to have
            distributed the Prepayment Premiums passed through with respect to the
            Class
            LT1-F58 Lower-Tier Regular Interest on such Distribution Date to the Class
            LT2-Accrual Interest.

           

          In
            addition to issuing the Middle-Tier Regular Interests, the Middle-Tier
            REMIC
            shall also issue the Class R-2 Interest, which shall be the sole class
            of
            residual interest in the Middle-Tier REMIC. The Class R Certificates
            shall
            represent ownership of the Class R-2 Interest. 

           

          The
            Upper-Tier REMIC

           

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

          

            
              	
                      Upper-Tier

                      Class
                        Designation

                    	 	
                      Upper-Tier
                        Interest

                      Rate
                        and

                      Corresponding

                      Class
                        Pass-Through Rate

                    	 	 	
                      Initial
                        Upper-Tier Principal Amount and Corresponding Class Principal
                        Balance

                    	 	
                      Corresponding
                        Class of Certificates

                    
	
                      Class
                        A-1

                    	 	
                      (1)

                    	 	
                      $

                    	
                      261,887,000

                    	 	
                      Class
                        A-1(13)

                    
	
                      Class
                        A-2

                    	 	
                      (2)

                    	 	
                      $

                    	
                      109,120,000

                    	 	
                      Class
                        A-2(13)

                    
	
                      Class
                        A-3

                    	 	
                      (3)

                    	 	
                      $

                    	
                      65,472,000

                    	 	
                      Class
                        A-3(13)

                    
	
                      Class
                        M-1

                    	 	
                      (4)

                    	 	
                      $

                    	
                      12,949,000

                    	 	
                      Class
                        M-1(13)

                    
	
                      Class
                        M-2

                    	 	
                      (5)

                    	 	
                      $

                    	
                      3,531,000

                    	 	
                      Class
                        M-2(13)

                    
	
                      Class
                        M-3

                    	 	
                      (6)

                    	 	
                      $

                    	
                      2,590,000

                    	 	
                      Class
                        M-3(13)

                    
	
                      Class
                        M-4

                    	 	
                      (7)

                    	 	
                      $

                    	
                      2,590,000

                    	 	
                      Class
                        M-4(13)

                    
	
                      Class
                        M-5

                    	 	
                      (8)

                    	 	
                      $

                    	
                      2,589,000

                    	 	
                      Class
                        M-5(13)

                    
	
                      Class
                        M-6

                    	 	
                      (9)

                    	 	
                      $

                    	
                      2,355,000

                    	 	
                      Class
                        M-6(13)

                    
	
                      Class
                        M-7

                    	 	
                      (10)

                    	 	
                      $

                    	
                      3,060,000

                    	 	
                      Class
                        M-7(13)

                    
	
                      Class
                        M-8

                    	 	
                      (11)

                    	 	
                      $

                    	
                      2,354,000

                    	 	
                      Class
                        M-8(13)

                    
	
                      Class
                        X

                    	 	
                      (12)

                    	 	 	
                      (12)

                    	 	
                      Class
                        X(12)

                    
	
                      Class
                        P

                    	 	
                      (14)

                    	 	 	
                      (14)

                    	 	
                      Class
                        P(14)

                    


            

             

            
              	
                      (1)

                    	
                      The
                        Class A-1 Interest will bear interest during each Interest
                        Accrual period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.180%
                        (0.360% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              
                 

              

              
                8

                
                  

                

              

              
                 

              

            

            
              	
                      (2)

                    	
                      The
                        Class A-2 Interest will bear interest during each Interest
                        Accrual period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.230%
                        (0.460% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (3)

                    	
                      The
                        Class A-3 Interest will bear interest during each Interest
                        Accrual period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.260%
                        (0.520% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (4)

                    	
                      The
                        Class M-1 Interest
                        will bear interest during each Interest Accrual Period at
                        a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.380%
                        (0.570% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (5)

                    	
                      The
                        Class M-2 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.400%
                        (0.600% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (6)

                    	
                      The
                        Class M-3 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.460%
                        (0.690% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (7)

                    	
                      The
                        Class M-4 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 0.580%
                        (0.870% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (8)

                    	
                      The
                        Class M-5 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 1.150%
                        (1.725% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (9)

                    	
                      The
                        Class M-6 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 1.500%
                        (2.250% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (10)

                    	
                      The
                        Class M-7 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 1.500%
                        (2.250% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              	
                      (11)

                    	
                      The
                        Class M-8 Interest will bear interest during each Interest
                        Accrual Period
                        at a per
                        annum
                        rate equal to the lesser of (i) one-month LIBOR plus 1.500%
                        (2.250% after
                        the Initial Optional Termination Date) and (ii) the Net Rate
                        Cap.

                    


            

             

            
              
                 

              

              
                9

                
                  

                

              

              
                 

              

            

            
              	
                      (12)

                    	
                      The
                        Class X Interest will have an initial principal balance equal
                        to the
                        Overcollateralized Amount as of the Closing Date less $400.00,
                        but will
                        not accrue interest on such balance. The Class X Interest
                        shall also be
                        comprised of two notional components. The first notional
                        component shall
                        have a notional principal balance for any Distribution Date
                        equal to the
                        aggregate of the principal balances of the Middle-Tier Regular
                        Interests
                        as of the first day of the related Interest Accrual Period.
                        With respect
                        to any Interest Accrual Period, the Class X Interest shall
                        bear interest
                        at a rate equal to the excess, if any, of the REMIC II Net
                        WAC Cap Rate
                        over the product of (i) 2 and (ii) the weighted average interest
                        rate of
                        the Middle-Tier Regular Interests (other than any interest-only
                        interest),
                        where the interest rate on the Class LT2-Accrual Interest
                        is subject to a
                        cap equal to zero and the interest rate for each other Middle-Tier
                        Regular
                        Interest is subject to a cap equal to the Pass-Through Rate
                        on its
                        Corresponding Class in the Upper-Tier REMIC; provided
                        that,
                        for this purpose, the REMIC II Net WAC Cap Rate shall be
                        substituted for
                        the Net WAC Cap Rate in the definition of the Net Rate Cap.
                        With respect
                        to any Distribution Date, interest that so accrues on the
                        notional
                        principal balance of the Class X Interest shall be deferred
                        in an amount
                        equal to any increase in the Overcollateralized Amount on
                        such
                        Distribution Date. Such deferred interest shall not itself
                        bear interest.
                        The second notional component represents the right to receive
                        all
                        distributions in respect of the Class LT2-Swap IO Interest
                        in the
                        Middle-Tier REMIC (the “LT-I Interest”). The Class X Certificates will
                        represent beneficial ownership of a regular interest issued
                        by the Class X
                        REMIC and amounts in the Excess Reserve Fund Account and
                        the Supplement
                        Interest Trust, subject to the obligation to make payments
                        in respect of
                        Basis Risk Carry Forward Amounts. For federal income tax
                        purposes, the
                        Securities Administrator will treat the Class X Certificateholders’
                        obligation to make payments in respect of Basis Risk Carry
                        Forward Amounts
                        as payments made pursuant to an interest rate cap contract
                        written by the
                        Class X Certificateholders in favor of each Class of Offered
                        Certificates
                        (other than the Residual Certificates). Such rights of the
                        Class X
                        Certificateholders and Holders of the Offered Certificates
                        (other than the
                        Residual Certificates) shall be treated as held in a portion
                        of the Trust
                        Fund that is treated as a grantor trust under subpart E,
                        Part I of
                        subchapter J of the Code.

                    


            

             

            
              	
                      (13)

                    	
                      Each
                        of these Certificates will represent not only the ownership
                        of the
                        Corresponding Class of Upper-Tier Regular Interest but also
                        the right to
                        receive payments from the Excess Reserve Fund Account or
                        the Supplemental
                        Interest Trust in respect of any Basis Risk Carry Forward
                        Amounts. For
                        federal income tax purposes, the Securities Administrator
                        will treat a
                        Certificateholder’s right to receive payments from the Excess Reserve Fund
                        Account or the Supplemental Interest Trust as payments made
                        pursuant to an
                        interest rate cap contract written by the Class X
                        Certificateholders.

                    


            

             

            
              	
                      (14)

                    	
                      The
                        Class P Interest shall be entitled to all distributions in
                        respect of
                        Prepayment Premiums and shall be entitled to receive $100.00
                        as
                        principal.

                    


            

             

            In
              addition to issuing the Upper-Tier Regular Interests, the Upper-Tier
              REMIC shall
              issue the Class R-3 Interest, which shall be the sole class of residual
              interests in the Upper-Tier REMIC. The Class R Certificates shall represent
              ownership of the Class R-3 Interest. The Class R Certificates shall
              be issued as
              a single Certificate in definitive form in a principal amount of $100
              and shall
              have no interest rate. Amounts received by the Class R Certificates
              shall be
              deemed paid from the Upper-Tier REMIC.

             

            Class
              X REMIC

             

            The
              Class
              X REMIC shall issue the following class of regular interests:

             

            
              	
                      Class
                        X REMIC Designation 

                    	 	
                      Interest
                        Rate

                    	 	
                      Class
                        X REMIC 

                      Principal
                        Amount

                    
	
                      Class
                        X Certificates 

                    	 	
                      (1)

                    	 	
                      (1)

                    


            

          

        

      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      
        
          

        

        
          	
                  (1)

                	
                  The
                    Class X Certificates are entitled to 100% of the interest and
                    principal on
                    the Class X Interest on each Distribution
                    Date.

                


        

         

        In
          addition to issuing the Class X Certificates, the Class X REMIC shall issue
          the
          Class RX-X Interest which shall be the sole class of residual interests
          in the
          Class X REMIC. The Class RX Certificates shall be issued as a single Certificate
          in definitive form in a principal amount of $100 and shall have no interest
          rate. The Class RX Certificates shall evidence ownership of the Class RX-X
          Interest.

         

        Class
          P REMIC

         

        The
          Class
          P REMIC shall issue the following class of regular interests:

         

        
          	
                   

                  Class
                    P REMIC Designation 

                	 	
                   

                  Interest
                    Rate

                	 	
                  Class
                    P REMIC 

                  Principal
                    Amount

                
	
                  Class
                    P Certificates 

                	 	
                  (1)

                	 	
                  $100(1)

                


        

        _________________

         

        
          	
                  (1)

                	
                  The
                    Class P Certificates are entitled to 100% of the Prepayment Premiums
                    received on the Class P Interest on each Distribution
                    Date.

                


        

         

        In
          addition to issuing the Class P Certificates, the Class P REMIC shall issue
          the
          Class RX-P Interest which shall be the sole class of residual interests
          in the
          Class P REMIC. The Class RX Certificates shall evidence ownership of the
          Class
          RX-P Interest.

         

        The
          foregoing REMIC structure is intended to cause all of the cash from the
          Mortgage
          Loans to flow through to the Upper-Tier REMIC as cash flow on a REMIC regular
          interest, without creating any actual or potential shortfall (other than
          for
          credit losses) to any Trust REMIC regular interest. It is not intended
          that the
          Class R, Class RC or Class RX Certificates be entitled to any cash flow
          pursuant
          to this Agreement except as provided in Section 4.01(a)(ii)(A)(a)
          hereunder.

         

        For
          any
          purpose for which the Pass-Through Rates are calculated, the interest rate
          on
          the Mortgage Loans shall be appropriately adjusted to account for the difference
          between the monthly day count convention of the Mortgage Loans and the
          monthly
          day count convention of the regular interests issued by each of the REMICs.
          For
          purposes of calculating the Pass-Through Rates for each of the interests
          issued
          by the Lower-Tier REMIC or the Middle-Tier REMIC such rates shall be adjusted
          to
          equal a monthly day count convention based on a 30 day month for each Due
          Period
          and a 360-day year so that the Mortgage Loans and all regular interests
          will be
          using the same monthly day count convention.

         

        The
          minimum denomination for each Class of the Class A Certificates shall be
          $25,000
          initial Certificate Balance, 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 Class of Class M Certificates shall be
          $100,000 initial Certificate Balance, 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 (a) each Class of the Residual Certificates
          shall be $100 and each shall be a 100% Percentage Interest in each such
          respective Class and (c) the Class P and Class X Certificates shall be
          a 1%
          Percentage Interest in each such respective Class.

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

        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

                	 	
                  The
                    Class A-1, Class A-2 and Class A-3 Certificates,
                    collectively.

                
	 	 	 
	
                  Class
                    M Certificates

                	 	
                  The
                    Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
                    M-6, Class
                    M-7 and Class M-8, collectively.

                
	 	 	 
	
                  Residual
                    Certificates

                	 	
                  The
                    Class R, Class RC and Class RX Certificates.

                
	 	 	 
	
                  ERISA-Restricted
                    Certificates

                	 	
                  The
                    Private Certificates, the Residual Certificates and any Certificate
                    with a
                    rating below the lowest applicable permitted rating under the
                    Underwriters’ Exemption.

                
	 	 	 
	
                  ERISA-Restricted
                    Swap Certificates

                	 	
                  The
                    Class A Certificates and the Class M Certificates.

                
	 	 	 
	
                  LIBOR
                    Certificates

                	 	
                  The
                    Offered Certificates other than the Residual
                    Certificates.

                
	 	 	 
	
                  Offered
                    Certificates

                	 	
                  All
                    Classes of Certificates other than the Private
                    Certificates.

                
	 	 	 
	
                  Private
                    Certificates

                	 	
                  The
                    Class P and Class X Certificates.

                
	 	 	 
	
                  Physical
                    Certificates

                	 	
                  The
                    Class R, Class RC and Class RX Certificates.

                
	 	 	 
	
                  Rating
                    Agencies

                	 	
                  Moody’s
                    and S&P.

                
	 	 	 
	
                  Regular
                    Certificates

                	 	
                  All
                    Classes of Certificates other than the Residual
                    Certificates.

                
	 	 	 
	
                  Subordinate
                    Certificates

                	 	
                  The
                    Class M Certificates.

                


        

         

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

        ARTICLE
          I

         

        DEFINITIONS

         

        Section
          1.01 Definitions.
          Capitalized terms used in this Agreement are defined in the Standard Terms
          to
          this Agreement or, if not defined therein, have the meanings given them
          in the
          applicable Servicing Agreement or Sale Agreement.

         

        ARTICLE
          II

         

        CONVEYANCE
          OF DEPOSITOR’S INTEREST IN TRUST FUND;

        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.

         

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

        

          (i) the
            original Mortgage Note, endorsed without recourse in blank by the last
            endorsee,
            including all intervening endorsements showing a complete chain of endorsement
            from the originator to the last endorsee;

           

          (ii) The
            original Assignment of Mortgage in blank, unless the Mortgage Loan is
            a MERS
            Loan;

           

          (iii) personal
            endorsement, surety and/or guaranty agreements executed in connection
            with all
            non individual Mortgage Loans (corporations, partnerships, trusts, estates,
            etc.
            (if any);

           

          (iv) the
            related original Mortgage and evidence of its recording or a certified
            copy of
            the Mortgage with evidence of recording;

           

          (v) originals
            of any intervening Mortgage assignment or certified copies in either
            case
            necessary to show a complete chain of title from the original mortgagee
            to the
            seller and evidencing recording;

           

          (vi) originals
            of all assumption, modification, consolidation or extension agreements
            or
            certified copies thereof, in either case with evidence of recording if
            required
            to maintain the lien of the mortgage or if otherwise required, or, if
            recordation is not required, an original or copy of the agreement;

           

          (vii) if
            applicable to the files held by the Custodian, an original or copy of
            a title
            insurance policy or evidence of title;

           

          
            
               

            

            
              13

              
                

              

            

            
               

            

          

          (viii) to
            the
            extent applicable, an original power of attorney;

           

          (ix) for
            each
            Mortgage Loan (if applicable to the files held by the Custodian) with
            respect to
            which the Mortgagor’s name as it appears on the note does not match the
            borrower’s name on the Mortgage Loan Schedule, one of the following: the
            original of the assumption agreement, or a certified copy thereof, in
            either
            case with evidence of recording thereon if required to maintain the lien
            of the
            mortgage or if otherwise required, or, if recordation is not so required,
            an
            original or copy of such assumption agreement;

           

          (x) if
            applicable to the files held by the Custodian, a security agreement,
            chattel
            mortgage or equivalent document executed in connection with the Mortgage,
            if
            any; and

           

          (xi) with
            respect to each Mortgage Loan, the complete Custodial File including
            all items
            as set forth in the applicable Servicing Agreement to the extent in the
            possession of the Depositor or the Depositor’s Agents.

           

          The
            Depositor shall deliver or cause each Seller to deliver to the Custodian
            the
            applicable recorded document promptly upon receipt from the respective
            recording
            office but in no event later than 120 days from the Closing Date.

           

          From
            time
            to time, pursuant to the applicable Sale Agreement, the Seller may 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 the applicable Sale Agreement. All such
            mortgage
            documents held by the Custodian as to each Mortgage Loan shall constitute
            the
“Custodial
            File.”

           

          On
            or
            prior to the Closing Date, the Depositor shall deliver to the Custodian
            Assignments of Mortgages (except in the case of MERS Loans), in blank,
            for each
            applicable Mortgage Loan. On the Closing Date, the Trustee shall provide
            a
            written request to each Seller to submit the Assignments of Mortgage
            for
            recordation, at the Seller’s expense, pursuant to the applicable Sale Agreement.
            The Custodian shall deliver the Assignment of Mortgages to be submitted
            for
            recordation to the applicable Seller upon receipt of a written request
            for
            release in standard and customary form as set forth in Exhibit
            L.

           

          On
            or
            prior to the Closing Date, the Depositor shall deliver to the Custodian
            and the
            Master Servicer a copy of the Mortgage Loan Schedule in electronic, machine
            readable medium in a form mutually acceptable to the Depositor, the Custodian,
            the Master Servicer and the Trustee.

           

          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 Custodian
            within the time period and in the manner specified in the applicable
            Sale
            Agreement, the Trustee shall take or cause to be taken such remedial
            actions
            under the Sale Agreement against the applicable Seller as may be permitted
            to be
            taken thereunder, including without limitation, if applicable, the repurchase
            by
            the applicable Seller of such Mortgage Loan. The foregoing repurchase
            remedy
            shall not apply in the event that the 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
            applicable 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 applicable Seller, confirming that such document
            has been
            accepted for recording.

           

          
            
               

            

            
              14

              
                

              

            

            
               

            

          

          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 Seller
            shall be
            deemed to have been satisfied upon delivery by the Seller to the Custodian
            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 “GreenPoint Mortgage Funding Trust 2006-OH1” and
            Deutsche Bank is hereby appointed as Trustee in accordance with the provisions
            of this Agreement.

           

          (d) It
            is the
            policy and intention of the Trust that none of the Mortgage Loans included
            in
            the Trust is (a) covered by the Home Ownership and Equity Protection
            Act of
            1994, or (b) considered a “high cost home,” “threshold,” “predatory” or
“covered” loan (excluding “covered home loans” as defined under clause (1) of
            the definition of “covered home loans” in the New Jersey Home Ownership Security
            Act of 2002) under applicable state, federal or local laws.

           

          (e) The
            Depositor hereby directs the Securities Administrator to execute and
            deliver the
            Interest Rate Swap Agreement and to make the representations required
            therein
            and authorizes the Securities Administrator to perform its obligations
            thereunder on behalf of the Trust in accordance with the terms of such
            agreement. The Securities Administrator in its individual capacity shall
            have no
            responsibility for any of the undertakings, agreements or representations
            with
            respect to the Interest Rate Swap Agreement, including, without limitation,
            the
            making of any payments thereunder, all of which shall be the obligations
            of the
            Trust. The Securities Administrator shall not be required to take notice
            or be
            deemed to have notice or knowledge of any Swap Disclosure Event (as defined
            in
            the Interest Rate Swap Agreement) unless a Responsible Officer of the
            Securities
            Administrator obtains actual knowledge of the occurrence of a Swap Disclosure
            Event or shall have received written notice thereof from the Depositor.
            In the
            absence of such actual knowledge or notice, the Securities Administrator
            may
            conclusively assume that no Swap Disclosure Event has occurred.

           

          Section
            2.02 Acceptance
            by the Custodian of the Mortgage Loans; Assignments to the
            Trustee.
            (a) The
            Custodian acknowledges receipt of the documents identified in the Initial
            Certification, subject to any exceptions listed on the exception report
            attached
            thereto, in the form annexed hereto as Exhibit
            E,
            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. Deutsche Bank,
            as
            Custodian, acknowledges that it will maintain possession of the Mortgage
            Notes
            in the State of California, unless otherwise permitted by the Rating
            Agencies.

           

          
            
               

            

            
              15

              
                

              

            

            
               

            

          

          Prior
            to
            and as a condition to the Closing, the Custodian shall 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 to,
            on the
            Closing Date, certifying receipt of a Mortgage Note and Assignment of
            Mortgage,
            subject to any exceptions listed on the exception report attached thereto,
            for
            each Mortgage Loan. The Custodian shall not be responsible for verifying
            the
            validity, sufficiency or genuineness of any document in any Custodial
            File.

           

          On
            the
            Closing Date, the Custodian shall ascertain that all documents required
            to be
            delivered to it on or prior to the Closing Date are in its possession,
            subject
            to any exceptions listed on the exception report attached thereto, and
            shall
            deliver to the Depositor and the Trustee an Initial Certification, in
            the form
            annexed hereto as Exhibit
            E,
            and
            shall deliver to the Depositor and the Trustee a Document Certification
            and
            Exception Report, in the form annexed hereto as Exhibit
            F,
            within
            ninety (90) days after the Closing Date to the effect that, as to each
            applicable 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 required to be delivered to 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, as to Deutsche Bank, the information set forth in
            items 2,
            8, 33, and 34 of the Mortgage Loan Schedule respecting such Mortgage
            Loan is
            correct; and (iv) each Mortgage Note has been endorsed as provided in
            Section
            2.01 of this Agreement. The Custodian shall not be responsible for verifying
            the
            validity, sufficiency or genuineness of any document in any Custodial
            File.

           

          The
            Custodian shall retain possession and custody of each applicable 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
            Custodian shall notify the Trustee of any Mortgage Loans that do not
            conform to
            the requirements of Sections 2.01 and 2.02 hereof by delivery of the
            Document
            Certification and Exception Report. In its capacity as “Assignee” under the Step
            2 Assignment Agreements, the Trustee shall enforce the obligation of
            the Sellers
            to cure or repurchase Mortgage Loans that do not conform to such requirements
            as
            determined in the Custodian’s review as required herein, or based upon
            notification from the Master Servicer (who shall be entitled to rely
            on
            information regarding any such defaults by a Seller that has been provided
            by
            the applicable Servicer for purposes of providing such notification to
            the
            Trustee), by notifying the applicable Seller to correct or cure such
            default.


           

          
            
               

            

            
              16

              
                

              

            

            
               

            

          

          (b) In
            its
            capacity as “Assignee” under the Step 2 Assignment Agreements, the Trustee shall
            also enforce the obligation of the Sellers under the Sale Agreements,
            and to the
            extent applicable, of any Servicer under the Servicing Agreements, and
            of the
            Purchaser under the Step 1 Assignment Agreements to cure or repurchase
            Mortgage
            Loans for which there is a defect or a breach of a representation or
            warranty
            thereunder of which a Responsible Officer of the Trustee has actual knowledge,
            by notifying the applicable party to correct or cure such default. If
            any
            Servicer, any Seller or the Purchaser, as the case may be, fails or is
            unable to
            correct or cure the defect or breach within the period set forth in the
            applicable agreement, the Trustee shall notify the Depositor of such
            failure to
            correct or cure. Unless otherwise directed by the Depositor within five
            (5)
            Business Days after notifying the Depositor of such failure by the applicable
            party to correct or cure, the Trustee shall notify such party to repurchase
            the
            Mortgage Loan. If, within ten (10) Business Days of receipt of such notice
            by
            such party, such party fails to repurchase such Mortgage Loan, the Trustee
            shall
            notify the Depositor of such failure. The Trustee shall pursue all legal
            remedies available to the Trustee against the Servicers, the Sellers
            and the
            Purchaser, as applicable, under this Agreement, if the Trustee has received
            written notice from the Depositor directing the Trustee to pursue such
            remedies.

           

          Section
            2.03 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
            2.04 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 January 25, 2045, which is the 36th
            Distribution Date following the latest Mortgage Loan maturity date. Amounts
            paid
            to the Class X Certificates (prior to any reduction for any Basis Risk
            Payment or Swap Termination Payment) shall be deemed paid from the Upper-Tier
            REMIC to the Class X REMIC in respect of the Class X Interest and from the
            Class X REMIC to the Holders of the Class X Certificates prior to
            distribution of Basis Risk Payments to the Offered Certificates (other
            than the
            Residual Certificates).

           

          Amounts
            distributable to the Class X Certificates (prior to any reduction for
            any Net
            Swap Receipt Amounts, Net Swap Payment Amounts or Swap Termination Payment),
            shall be deemed paid from the Class X REMIC to the Holders of the Class
            X
            Certificates prior to distribution of any Basis Risk Payments to the
            Offered
            Certificates (other than the Residual Certificates).

           

          For
            federal income tax purposes, any amount distributed on the Offered Certificates
            (other than the Residual Certificates) on any such Distribution Date
            in excess
            of their Pass Through Rate, calculated by substituting the REMIC II Net
            WAC Cap
            Rate for the applicable cap in respect of the related Certificates shall
            be
            treated as having been paid from the Excess Reserve Fund Account or the
            Supplemental Interest Trust.

           

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

           

          
            
               

            

            
              17

              
                

              

            

            
               

            

          

          (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 corporate power and authority to convey the Mortgage
            Loans and
            to execute, deliver and perform, and to enter into and consummate the
            transactions contemplated by, this Agreement;

           

          (c) This
            Agreement has been duly and validly authorized, executed and delivered
            by the
            Depositor, all requisite corporate 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 made on or prior to the Closing Date;

           

          (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) 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 may materially and adversely affect its performance hereunder;
            and

           

          
            
               

            

            
              18

              
                

              

            

            
               

            

          

          (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 each Mortgage Note and each 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 hereof.

           

          It
            is
            understood and agreed that the representations, warranties and covenants
            set
            forth in this Section 2.05 shall survive delivery of the Custodial Files
            to the
            Custodian, and shall inure to the benefit and to
            Certificateholders.

           

          Section
            2.06 Representations
            and Warranties of Deutsche Bank.
            Deutsche Bank, in its capacity as Custodian, hereby represents and warrants
            to
            the Depositor, the Master Servicer and the Trustee, as of the Closing
            Date:

           

          (a) The
            Custodian is duly organized and is validly existing and in good standing
            under
            the laws of its jurisdiction of incorporation and is duly authorized
            and
            qualified to transact any and all business contemplated by this Agreement
            to be
            conducted by the Custodian 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 perform any
            of its
            obligations under this Agreement in accordance with the terms
            thereof.

           

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

           

          (c) The
            execution and delivery of this Agreement by the Custodian, the consummation
            of
            any other of the transactions contemplated by this Agreement, and the
            fulfillment of or compliance with the terms thereof are in the ordinary
            course
            of business of the Custodian and will not result in a material breach
            of any
            term or provision of the articles of incorporation or by laws of the
            Custodian.

           

          
            
               

            

            
              19

              
                

              

            

            
               

            

          

          ARTICLE
            III

           

          TRUST
            ACCOUNTS

           

          Section
            3.01 Excess
            Reserve Fund Account; Certificate Account. a)
            The
            Securities Administrator shall establish and maintain the Excess Reserve
            Fund
            Account to receive any Basis Risk Payment and to secure their limited
            recourse
            obligation to pay to the Holders of the Offered Certificates (other than
            the
            Residual Certificates) any Basis Risk Carry Forward Amounts (prior to
            using any
            Net Swap Receipt Amounts). On each Distribution Date, the Securities
            Administrator shall deposit the amount of any Basis Risk Payment received
            by it
            for such date into the Excess Reserve Fund Account. For the avoidance
            of doubt,
            any Basis Risk Carry Forward Amounts shall be paid to the LIBOR Certificates
            first from the Excess Reserve Fund Account and then from the Supplemental
            Interest Trust.

           

          On
            each
            Distribution Date on which there exists a Basis Risk Carry Forward Amount
            on any
            Class or Classes of Offered Certificates (other than the Residual Certificates),
            the Securities Administrator shall (1) withdraw from the Certificate
            Account, to
            the extent of funds available therefor in the Certificate Account, and
            deposit
            in the Excess Reserve Fund Account, as set forth in Section 4.01(a)(iii)(f),
            the
            lesser of (x) the Class X Distributable Amount (without regard to the
            reduction
            in clause (iii) of the definition thereof with respect to Basis Risk
            Payments)
            (to the extent remaining after the distributions specified in Sections
            4.01(a)(iii)(a)-(f)) and (y) the aggregate Basis Risk Carry Forward Amount
            of
            the Offered Certificates (other than the Residual Certificates) for such
            Distribution Date and (2) withdraw from the Excess Reserve Fund Account
            and the
            Certificate Account amounts necessary (including Net Swap Payment Amounts
            or
            Swap Termination Payments (other than amounts received pursuant to an
            ISDA
            Credit Support Annex negotiated between the Trust and the Swap Provider))
            to pay
            to such Class or Classes of Certificates the related Basis Risk Carry
            Forward
            Amount. Such payments shall be allocated to those Classes based upon
            the amount
            of Basis Risk Carry Forward Amount owed to each such Class and shall
            be paid in
            the priority set forth in Section 4.01(a)(iii)(g).

           

          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 Trust REMIC created pursuant to this Agreement.
            The
            beneficial owners of the Excess Reserve Fund Account are the Class X
            Certificateholders. For all federal income tax purposes, amounts transferred
            to
            the Excess Reserve Fund Account shall be treated as distributions by
            the
            Securities Administrator from the Upper-Tier REMIC to the Class X Interest
            and
            from the Class X REMIC to the Class X Certificates and then contributed
            by the
            Class X Certificateholders to the Excess Reserve Fund Account.

           

          Any
            Basis
            Risk Carry Forward Amounts distributed by the Securities Administrator
            to the
            Holders of the Offered Certificates (other than the Residual Certificates)
            shall
            be accounted for by the Securities Administrator, for federal income
            tax
            purposes, as amounts paid first to the Holders of the Class X Certificates
            and
            then to the respective Class or Classes of Offered Certificates (other
            than the
            Residual Certificates) in accordance with the priority of payments in
            this
            Section 3.01. In addition, the Securities Administrator shall account
            for such
            Offered Certificateholders’ rights to receive payments of Basis Risk Carry
            Forward Amounts as rights in a limited recourse interest rate cap contract
            written by the Class X Certificateholders in favor of the Holders of
            each such
            Class.

           

          
            
               

            

            
              20

              
                

              

            

            
               

            

          

          Notwithstanding
            any provision contained in this Agreement, the Securities Administrator
            shall
            not be required to make any distributions from the Excess Reserve Fund
            Account
            except as expressly set forth in this Section 3.01(a).

           

          (b) The
            Securities Administrator shall establish and maintain the Certificate
            Account on
            behalf of the Certificateholders. So long as Wells Fargo shall be both
            the
            Master Servicer and the Securities Administrator, the Master Servicer
            Account
            shall be the same account as, or a sub-account of, the Certificate Account.
            The
            amount remitted by the Servicer to the Master Servicer on each Remittance
            Date
            shall be credited to the Certificate Account within two (2) Business
            Days once
            the amounts are identified as a remittance in connection with the Trust
            and
            reconciled to the reports provided by the Servicer. The Securities Administrator
            shall establish and maintain the Certificate Account on behalf of the
            Certificateholders. The Master Servicer shall, promptly upon receipt
            on the
            Business Day received, deposit in the Certificate Account and retain
            therein the
            following:

           

          (i) the
            aggregate amount remitted by the Servicers to the Master Servicer pursuant
            to
            the Servicing Agreements;

           

          (ii) any
            Net
            Swap Receipt Amounts or Swap Termination Payments (other than amounts
            received
            pursuant to an ISDA Credit Support Annex negotiated between the Trust
            and the
            Swap Provider) remitted by the Swap Provider; and

           

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

           

          In
            the
            event that any Servicer shall remit any amount not required to be remitted
            pursuant to the applicable Servicing Agreement, and such Servicer directs
            the
            Master Servicer in writing to withdraw such amount from the Certificate
            Account,
            the Master Servicer shall return such funds to the applicable Servicer.
            All
            funds deposited in the Certificate 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 4.01.

           

          (c) From
            time
            to time, the Securities Administrator may also establish any other accounts
            for
            the purposes of carrying out its duties hereunder (including, without
            limitation, any account necessary under the Interest Rate Swap
            Agreement).

           

          Section
            3.02 Investment
            of Funds in the Certificate Account.
            b)
            Other
            than during the Master Servicer Float Period, the Depositor shall direct
            the
            investment of funds held in the Certificate Account in one or more Permitted
            Investments. Absent such direction, the Securities Administrator shall
            invest
            such funds during such period in the Wells Fargo Advantage Prime Investment
            Money Market Fund so long as such fund is a Permitted Investment. The
            Securities
            Administrator may (but shall not be obligated to) invest funds in the
            Certificate Account during the Master Servicer Float Period (for purposes
            of
            this Section 3.02, 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, or maturing on such Distribution
            Date, in
            the case of an investment that is an obligation of Wells Fargo, 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. 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 Securities
            Administrator. The Securities Administrator 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 Securities Administrator
            or its agent, together with any document of transfer necessary to transfer
            title
            to such investment to the Securities Administrator. In the event amounts
            on
            deposit in an Investment Account are at any time invested in a Permitted
            Investment payable on demand, the Securities Administrator may:

           

          
            
               

            

            
              21

              
                

              

            

            
               

            

          

          
            	 	
                    (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 the Investment Account.

                  


          

           

          (b) All
            income and gain realized from the investment of funds deposited in the
            Certificate Account held by the Securities Administrator during the Master
            Servicer Float Period shall be subject to the Securities Administrator’s
            withdrawal in the manner set forth in Section 10.05.

           

          (c) Except
            as
            otherwise expressly provided in this Agreement, if any default occurs
            in the
            making of a payment due under any Permitted Investment, or if a default
            occurs
            in any other performance required under any Permitted Investment, the
            Securities
            Administrator shall take such action as may be appropriate to enforce
            such
            payment or performance, including the institution and prosecution of
            appropriate
            proceedings. Notwithstanding the foregoing, the Depositor shall be liable
            to the
            Trust for any loss on any investment of funds in the Certificate Account
            other
            than during the Master Servicer Float Period and the Securities Administrator
            shall be liable to the Trust for any such loss on any funds it has invested
            under this Section 3.02 only during the Master Servicer Float Period,
            and the
            Depositor or the Securities Administrator, as the case may be, shall
            deposit
            funds in the amount of such loss in the Certificate Account promptly
            after such
            loss is incurred.

           

          (d) 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 is not payable or reimbursable
            under
            Section 8.06 of this Agreement.

           

          
            
               

            

            
              22

              
                

              

            

            
               

            

          

          (e) In
            order
            to comply with laws, rules and regulations applicable to banking institutions,
            including those relating to the funding of terrorist activities and money
            laundering, Deutsche Bank as Trustee and as Custodian is required to
            obtain,
            verify and record certain information relating to individuals and entities
            which
            maintain a business relationship with Deutsche Bank. Accordingly, each
            of the
            parties agrees to provide to Deutsche Bank upon its request from time
            to time
            such party’s complete name, address, tax identification number and such other
            identifying information together with copies of such party’s constituting
            documentation, securities disclosure documentation and such other identifying
            documentation as may be available for such party.

           

          ARTICLE
            IV

           

          DISTRIBUTIONS

           

          Section
            4.01 Priorities
            of Distribution.
            c)
            On each
            Distribution Date, the Securities Administrator shall make the disbursements
            and
            transfers from amounts then on deposit in the Certificate Account in
            the
            following order of priority and to the extent of the Available Funds
            remaining: 

           

          (i) to
            the
            Holders of each Class of Offered Certificates (other than the Residual
            Certificates) and the Supplemental Interest Trust in the following order
            of
            priority:

           

          (a) to
            the
            Supplemental Interest Trust, the sum of (x) all Net Swap Payment Amounts
            and (y)
            any Swap Termination Payments owed to the Swap Provider other than a
            Defaulted
            Swap Termination Payment;

           

          (b)
            from
            the Interest Remittance Amount, pro
            rata
            (based
            on the accrued and unpaid interest distributable to each of the Class
            A
            Certificates), the related Accrued Certificate Interest for such Distribution
            Date and any Unpaid Interest Amount for each Class of Class A Certificates
            from
            prior Distribution Dates; and

           

          (c) from
            any
            remaining Available Funds, to the Class M Certificates, sequentially,
            in
            ascending numerical order, their related Accrued Certificate Interest
            for such
            Distribution Date;

           

          (ii)
            (A) on
            each
            Distribution Date (x) prior to the Stepdown Date or (y) with respect
            to which a
            Trigger Event is in effect, to the Holders of the Class or Classes of
            Offered
            Certificates then entitled to distributions of principal as set forth
            below, an
            amount equal to the Principal Distribution Amount in the following order
            of
            priority:

           

          (a) concurrently,
            to the
            Class R, Class RC and Class RX Certificates, pro
            rata,
            until
            their respective Class Principal Balances have been reduced to
            zero;

           

          (b) concurrently,
            to the
            Class A Certificates, pro
            rata,
            until
            their respective Class Principal Balances have been reduced to zero;
            and

           

          (c) to
            the
            Class M Certificates, sequentially,
            in
            ascending numerical order, until their respective Class Principal Balances
            have
            been reduced to zero; 

           

          
            
               

            

            
              23

              
                

              

            

            
               

            

          

          (B) on
            each
            Distribution Date (x) on or after the Stepdown Date and (y) as long as
            a Trigger
            Event is not in effect, to the Holders of the Class or Classes of Offered
            Certificates (other than the Residual Certificates) then entitled to
            distributions of principal as set forth below, an amount equal to the
            Principal
            Distribution Amount in the following order of priority:

           

          (a) to
            the
            Class A Certificates, the lesser of (x) the Principal Distribution Amount
            and
            (y) the Class A Principal Distribution Amount, pro
            rata,
            until
            their respective Class Principal Balances have been reduced to
            zero;

           

          (b) to
            the
            Class M-1 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above and (y) the Class M-1 Principal
            Distribution Amount, until their Class Principal Balance has been reduced
            to
            zero;

           

          (c) to
            the
            Class M-2 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above and to the Class M-1 Certificates
            pursuant to clause (a)(ii)(B)(b) above and (y) the Class M-2 Principal
            Distribution Amount, until their Class Principal Balance has been reduced
            to
            zero;

           

          (d) to
            the
            Class M-3 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above, to the Class M-1 Certificates
            pursuant
            to clause (a)(ii)(B)(b) above and to the Class M-2 Certificates pursuant
            to
            clause (a)(ii)(B)(c) above and (y) the Class M-3 Principal Distribution
            Amount,
            until their Class Principal Balance has been reduced to zero;

           

          (e) to
            the
            Class M-4 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above, to the Class M-1 Certificates
            pursuant
            to clause (a)(ii)(B)(b) above, to the Class M-2 Certificates pursuant
            to clause
            (a)(ii)(B)(c) above and to the Class M-3 Certificates pursuant to clause
            (a)(ii)(B)(d) above and (y) the Class M-4 Principal Distribution Amount,
            until
            their Class Principal Balance has been reduced to zero;

           

          (f) to
            the
            Class M-5 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above, to the Class M-1 Certificates
            pursuant
            to clause (a)(ii)(B)(b) above, to the Class M-2 Certificates pursuant
            to clause
            (a)(ii)(B)(c) above, to the Class M-3 Certificates pursuant to clause
            (a)(ii)(B)(d) above and to the Class M-4 Certificates pursuant to clause
            (a)(ii)(B)(e) above and (y) the Class M-5 Principal Distribution Amount,
            until
            their Class Principal Balance has been reduced to zero;

           

          (g) to
            the
            Class M-6 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above, to the Class M-1 Certificates
            pursuant
            to clause (a)(ii)(B)(b) above, to the Class M-2 Certificates pursuant
            to clause
            (a)(ii)(B)(c) above, to the Class M-3 Certificates pursuant to clause
            (a)(ii)(B)(d) above, to the Class M-4 Certificates pursuant to clause
            (a)(ii)(B)(e) above and to the Class M-5 Certificates pursuant to clause
            (a)(ii)(B)(f) above and (y) the Class M-6 Principal Distribution Amount,
            until
            their Class Principal Balance has been reduced to zero;

           

          
            
               

            

            
              24

              
                

              

            

            
               

            

          

          (h) to
            the
            Class M-7 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above, to the Class M-1 Certificates
            pursuant
            to clause (a)(ii)(B)(b) above, to the Class M-2 Certificates pursuant
            to clause
            (a)(ii)(B)(c) above, to the Class M-3 Certificates pursuant to clause
            (a)(ii)(B)(d) above, to the Class M-4 Certificates pursuant to clause
            (a)(ii)(B)(e) above, to the Class M-5 Certificates pursuant to clause
            (a)(ii)(B)(f) above and to the Class M-6 Certificates pursuant to clause
            (a)(ii)(B)(g) above and (y) the Class M-7 Principal Distribution Amount,
            until
            their Class Principal Balance has been reduced to zero; and

           

          (i) to
            the
            Class M-8 Certificates, the lesser of (x) the excess of (i) the Principal
            Distribution Amount over (ii) the amount distributed to the Class A Certificates
            pursuant to clause (a)(ii)(B)(a) above, to the Class M-1 Certificates
            pursuant
            to clause (a)(ii)(B)(b) above, to the Class M-2 Certificates pursuant
            to clause
            (a)(ii)(B)(c) above, to the Class M-3 Certificates pursuant to clause
            (a)(ii)(B)(d) above, to the Class M-4 Certificates pursuant to clause
            (a)(ii)(B)(e) above, to the Class M-5 Certificates pursuant to clause
            (a)(ii)(B)(f) above and to the Class M-6 Certificates pursuant to clause
            (a)(ii)(B)(g) above and to the Class M-7 Certificates pursuant to clause
            (a)(ii)(B)(h) above and (y) the Class M-8 Principal Distribution Amount,
            until
            their Class Principal Balance has been reduced to zero; 

           

          (iii)
            any
            Available Funds remaining after the distributions in clauses (a)(i) and
            (ii)
            above is required to be distributed in the following order of priority
            with
            respect to the Certificates:

           

          (a) to
            the
            Holders of the Offered Certificates in respect of principal, the Extra
            Principal
            Distribution Amount (in the order of priority for such Classes set forth
            in
            clause (a)(ii) above), until the targeted overcollateralization amount
            has been
            achieved;

           

          (b) if
            and to
            the extent that the Available Funds distributed pursuant to clause (a)(i)
            above
            were insufficient to make the full distributions in respect of interest
            set
            forth in such clause, (x) to the Holders of each Class of the Class A
            Certificates, any unpaid Accrued Certificate Interest for that Distribution
            Date
            and any Unpaid Interest Amounts, pro
            rata
            among
            such Classes in accordance with the allocations set forth in clause (a)(i),
            and
            then (y) to the Holders of each Class of the Class M Certificates, any
            unpaid
            Accrued Certificate Interest for that Distribution Date, in the order
            of
            priority for such Classes set forth in clause (a)(i) above; 

           

          (c) to
            the
            Class M Certificates, sequentially,
            in
            ascending numerical order, any Unpaid Interest Amount for such
            Classes;

           

          (d) to
            the
            Holders of the Offered Certificates (other than the Residual Certificates),
            based on their entitlement amounts, being allocated pro
            rata
            based on
            their Class Principal Balances, any Prepayment Interest Shortfalls for
            such
            Distribution Date and any such amounts remaining unpaid from prior Distribution
            Dates, plus interest thereon calculated at the Pass-Through Rate;

           

          
            
               

            

            
              25

              
                

              

            

            
               

            

          

          (e) to
            the
            Holders of the Class A Certificates, pro
            rata
            among
            such Classes in accordance with the allocations set forth in clause (a)(i)
            above, and then to the Holders of the Class M Certificates, in the order
            of
            priority for such Classes set forth in clause (a)(i) above, any Interest
            Carryforward Amounts allocated thereto that remain unpaid as of the Distribution
            Date;

           

          (f)
            to
            the Excess Reserve Fund Account, the amount of any Basis Risk Payment
            (without
            regard to Net Swap Receipt Amounts) for that Distribution Date;

           

          (g) from
            funds on deposit in the Excess Reserve Fund Account with respect to that
            Distribution Date, to the Holders of the Offered Certificates (other
            than the
            Residual Certificates), an amount equal to any Basis Risk Carry Forward
            Amount
            with respect to the Offered Certificates (other than the Residual Certificates)
            for that Distribution Date in the same order and priority in which Accrued
            Certificate Interest is allocated among those Classes of Certificates,
            with the
            allocation to the Class A Certificates being allocated pro
            rata
            based on
            their Class Principal Balances; provided
            that if
            for any Distribution Date, after the allocation of the remaining unpaid
            Basis
            Risk Carry Forward Amounts to the Class A Certificates, the remaining
            unpaid
            Basis Risk Carry Forward Amount for any of the Class A Certificates is
            reduced
            to zero, any amount of remaining unpaid Basis Risk Carry Forward Amount
            that
            would have been allocated to that Class A Certificate for that Distribution
            Date
            will instead be allocated, pro
            rata,
            based
            on their respective remaining unpaid Basis Risk Carry Forward Amounts,
            to the
            other Class A Certificates to the extent the other Class A Certificates
            have any
            remaining unpaid Basis Risk Carry Forward Amounts;

           

          (h) to
            the
            Supplemental Interest Trust, the amount of any Defaulted Swap Termination
            Payment owed to the Swap Provider;

           

          (i) to
            the
            Class X Certificates, the Class X Distributable Amount, provided that,
            on the
            Distribution Date in January 2012 (or the final Distribution Date, if
            sooner),
            $100 shall be allocated to the Class P Interest and thus distributed
            to the
            Class P Certificates; and

           

          (j) to
            the
            Holders of the Class R, Class RC and Class RX Certificates, any remaining
            amount
            as set forth in this Trust Agreement.

           

          (b) On
            each
            Distribution Date, all amounts representing Prepayment Premiums 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) On
            any
            Distribution Date, any Relief Act Interest Shortfalls and Net Prepayment
            Interest Shortfalls for such Distribution Date shall be allocated pro
            rata,
            as a
            reduction of the Accrued Certificate Interest for the Class A and Class
            M
            Certificates, based on the Accrued Certificate Interest to which such
            Classes
            would otherwise be entitled on such Distribution Date. 

           

          
            
               

            

            
              26

              
                

              

            

            
               

            

          

          (d) Upon
            any
            exercise of the purchase option set forth in Section 11.01, the Securities
            Administrator shall distribute to the Holders of the Class RC Certificates
            any
            amounts required to be distributed on the Class RC Certificates pursuant
            to
            Section 11.02.

           

          Section
            4.02 Monthly
            Statements to Certificateholders.
            d)
            Not
            later than each Distribution Date, the Securities Administrator shall
            make
            available to each Certificateholder, the Depositor, the Trustee and each
            Rating
            Agency a statement based, in part, upon the information provided by the
            Servicers setting forth with respect to the related distribution:

           

          (i) the
            Class
            factor for each Class of Certificates;

           

          (ii) the
            Available Funds for such Distribution Date; 

           

          (iii) the
            amount thereof allocable to principal, separately identifying the aggregate
            amount of any Principal Prepayments and Liquidation Proceeds included
            therein;

           

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

           

          (v) 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 Carry Forward
            Amount
            not covered by amounts in the Excess Reserve Fund Account;

           

          (vi) the
            Class
            Principal Balance of each Class of Certificates and the notional amount
            of the
            Class P Certificates after giving effect to the distribution of principal
            on
            such Distribution Date;

           

          (vii) the
            aggregate Stated Principal Balance of the Mortgage Loans for the following
            Distribution Date;

           

          (viii) the
            amount of the expenses and fees paid to or retained by the Servicer and
            paid to
            or retained by the Trustee with respect to such Distribution Date;

           

          (ix) if
            any,
            the amount of any Administrative Fees paid to the Master Servicer or
            Securities
            Administrator with respect to such Distribution Date;

           

          (x) the
            Pass-Through Rate for each such Class of Certificates with respect to
            such
            Distribution Date;

           

          (xi) the
            amount of Delinquency Advances included in the distribution on such Distribution
            Date and the aggregate amount of Delinquency Advances reported by the
            Servicers
            (and the Master Servicer, the Trustee as successor master servicer and
            any other
            successor master servicer, if applicable) as outstanding as of the close
            of
            business on the Determination Date immediately preceding such Distribution
            Date;

           

          
            
               

            

            
              27

              
                

              

            

            
               

            

          

          (xii) the
            number and aggregate Stated Principal Balances of Mortgage Loans as reported
            to
            the Securities Administrator by the applicable Servicer, (i) that are
            current,
            30 days contractually delinquent, 60 days contractually delinquent, 90
            days
            contractually delinquent or 120 days or more contractually delinquent
            (each to
            be calculated using the Mortgage Bankers Association (MBA) method), (ii)
            that
            have become REO property, (iii) as to which foreclosure proceedings have
            been
            commenced and (iv) as to which the related borrower is subject to a bankruptcy
            proceeding;

           

          (xiii) with
            respect to any Mortgaged Property acquired on behalf of Certificateholders
            through foreclosure or deed in lieu of foreclosure during the preceding
            calendar
            month, the Stated Principal Balance of the related Mortgage Loan as of
            the last
            Business Day of the calendar month preceding the Distribution Date;

           

          (xiv) the
            total
            number and principal balance of any REO Properties (and market value,
            if
            available) as of the close of business on the Determination Date preceding
            such
            Distribution Date;

           

          (xv) whether
            a
            Trigger Event has occurred and is continuing (including the calculation
            demonstrating the existence of the Trigger Event and the aggregate outstanding
            balance of all 60+ Day Delinquent Mortgage Loans);

           

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

           

          (xvii) 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;

           

          (xviii) the
            amount of any Net Monthly Excess Cash Flow on such Distribution Date
            and the
            allocation thereof to the Certificateholders with respect to Unpaid Interest
            Amounts;

           

          (xix) the
            Overcollateralized Amount and Specified Overcollateralized Amount;

           

          (xx) the
            Prepayment Premiums collected by or paid by the Servicers;

           

          (xxi) the
            percentage equal to the aggregate realized losses divided by the aggregate
            Stated Principal Balance of the Mortgage Loans as of the Cut-off
            Date;

           

          (xxii) the
            amount distributed on the Class X and Class P Certificates;

           

          (xxiii) the
            amount of any Subsequent Recoveries for such Distribution Date;

           

          (xxiv) updated
            Mortgage Loan information, such as weighted average interest rate, and
            weighted
            average remaining term; 

           

          
            
               

            

            
              28

              
                

              

            

            
               

            

          

          (xxv) the
            aggregate amount of any Mortgage Loan that has been repurchased from
            the Trust
            Fund;

           

          (xxvi) any
            Net
            Swap Payment Amounts, Net Swap Receipt Amounts, Swap Termination Payments
            or
            Defaulted Swap Termination Payments for such Distribution Date;

           

          (xxvii) the
            aggregate shortfall, if any, allocated to each Class of Certificates
            at the
            close of business on such Distribution Date; and

           

          (xxviii) the
            Certificate Rate for each Class of Certificates applicable to such Distribution
            Date.

           

          (b) The
            Securities Administrator’s responsibility for providing the above statement to
            the Certificateholders, each Rating Agency, the Trustee and the Depositor
            is
            limited to the availability, timeliness and accuracy of the information
            derived
            from the Master Servicer, the Servicers and the Sellers. The Securities
            Administrator shall provide the above statement via the Securities
            Administrator’s internet website. Assistance in using the website can be
            obtained by calling the Securities Administrator’s investor relations desk at
            (301) 815-6600. The Securities Administrator will also make a paper copy
            of the
            above statement available upon request.

           

          (c) Upon
            request, within a reasonable period of time after the end of each calendar
            year,
            the Securities Administrator shall 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), (a)(iii)
            and
            (a)(vii) of this Section 4.02 aggregated for such calendar year or applicable
            portion thereof during which such Person was a Certificateholder. Such
            obligation of the Securities Administrator shall be deemed to have been
            satisfied to the extent that substantially comparable information shall
            be
            provided by the Securities Administrator pursuant to any requirements
            of the
            Code as from time to time in effect.

           

          The
            Securities Administrator shall be entitled to rely on information provided
            by
            third parties for purposes of preparing the foregoing report, but shall
            not be
            responsible for the accuracy of such information.

           

          Section
            4.03 Allocation
            of Applied Realized Loss Amounts.
            Any
            Applied Realized Loss Amounts shall be allocated to the most junior Class
            of
            Subordinate Certificates then outstanding in reduction of the Class Principal
            Balance thereof. After the aggregate Class Principal Balances of the
            Subordinate
            Certificates has been reduced to zero, any Applied Loss Amounts shall
            be
            allocated first to the Class A-3 Certificates in reduction of the Class
            Principal Balance thereof, and then to the Class A-2 Certificates in
            reduction
            of the Class Principal Balance thereof. In the event Applied Realized
            Loss
            Amounts are allocated to any Class of Certificates, their Class Principal
            Balance shall be reduced by the amount so allocated and no funds shall
            be
            distributed with respect to the written down amounts or with respect
            to interest
            or Basis Risk Carry Forward Amounts on the written down amounts on that
            Distribution Date or any future Distribution Dates, even if funds are
            otherwise
            available therefor.

           

          
            
               

            

            
              29

              
                

              

            

            
               

            

          

          Notwithstanding
            the foregoing, the Class Principal Balance of each Class of Subordinate
            Certificates that has been previously reduced by Applied Realized Loss
            Amounts
            shall be increased, in the order of seniority, by the amount of the Subsequent
            Recoveries (but not in excess of the Applied Realized Loss Amount allocated
            to
            the applicable Class of Subordinate Certificates).

           

          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
            Pass-Through 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 Pass-Through 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.

           

          Section
            4.05  Supplemental
            Interest Trust.
            On the
            Closing Date, the Securities Administrator on behalf of the Trustee shall
            establish and maintain a separate non-interest bearing trust (the “Supplemental
            Interest Trust”)
            to
            which the Securities Administrator will transfer and assign the Interest
            Rate
            Swap Agreement. The Supplemental Interest Trust shall be an Eligible
            Account,
            and funds on deposit therein shall be held separate and apart from, and
            shall
            not be commingled with, any other moneys, including, without limitation,
            other
            moneys of the Securities Administrator held pursuant to this
            Agreement.

           

          On
            any
            Distribution Date, Swap Termination Payments, Net Swap Payment Amounts
            owed to
            the
            Swap
            Provider and Net Swap Receipt Amounts for that Distribution Date will
            be
            deposited into the Supplemental Interest Trust. Funds in the Supplemental
            Interest Trust will be distributed in the following order of
            priority:

           

          
            
               

            

            
              30

              
                

              

            

            
               

            

          

          (i) to
            the
            Swap Provider, the sum of (x) all Net Swap Payment Amounts and (y) any
            Swap
            Termination Payment, other than a Defaulted Swap Termination Payment,
            to the
            Swap Provider, if any, owed for that Distribution Date;

           

          (ii) to
            the
            Certificateholders, to pay Accrued Certificate Interest and, if applicable,
            any
            Unpaid Interest Amounts pursuant to Section 4.01(i), to the extent unpaid
            from
            other Available Funds;

           

          (iii) to
            the
            Certificateholders, to pay principal pursuant to Section 4.01(ii)(A)
            and (B),
            but only to the extent necessary to maintain the Overcollateralized Amount
            at
            the Specified Overcollateralized Amount, after giving effect to payments
            and
            distributions from other Available Funds;

           

          (iv) to
            the
            Certificateholders, to pay Unpaid Interest Amounts and Basis Risk Carry
            Forward
            Amounts pursuant to Section 4.01(iii) (a) through (g), to the extent
            unpaid from
            other Available Funds (including funds on deposit in the Excess Reserve
            Fund
            Account);

           

          (v) to
            the
            Swap Provider, any Defaulted Swap Termination Payment owed to the Swap
            Provider
            for that Distribution Date; and

           

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

           

          Upon
            termination of the Trust, any amounts remaining in the Supplemental Interest
            Trust shall be distributed pursuant to the priorities set forth in this
            Section
            4.05.

           

          The
            Securities Administrator shall account for the Supplemental Interest
            Trust 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 Trust REMIC created pursuant to this Agreement.
            The
            Supplemental Interest Trust shall be an “outside reserve fund” for federal
            income tax purposes. The beneficial owners of the Supplemental Interest
            Trust
            are the Class X Certificateholders.

           

          Section
            4.06 Trust’s
            Obligations under the Interest Rate Swap Agreement; Replacement and Termination
            of the Interest Rate Swap Agreement.

           

          (a) Upon
            the
            Securities Administrator obtaining actual knowledge of the rating of
            the Swap
            Provider falling below the Approved Ratings Threshold (as defined in
            the
            Interest Rate Swap Agreement), the Securities Administrator, acting at
            the
            written direction of the Depositor, shall set up an account in accordance
            with
            Section 3.01(c) to hold cash or other eligible investments pledged under
            the
            ISDA Credit Support Annex. Any cash or other eligible investments pledged
            under
            the ISDA Credit Support Annex shall not be part of the Distribution Account,
            the
            Excess Reserve Fund Account or the Supplemental Interest Trust unless
            they are
            applied in accordance with the ISDA Credit Support Annex to make a payment
            due
            to the Trust pursuant to the Interest Rate Swap Agreement.

           

          
            
               

            

            
              31

              
                

              

            

            
               

            

          

          (b) Upon
            the
            Securities Administrator obtaining actual knowledge of an Event of Default
            (as
            defined in the Interest Rate Swap Agreement) or Termination Event (as
            defined in
            the Interest Rate Swap Agreement) for which the Trust has the right to
            designate
            an Early Termination Date (as defined in the Interest Rate Swap Agreement),
            the
            Securities Administrator will act at the written direction of the Depositor
            as
            to whether it will designate an Early Termination Date; provided,
            however,
            that
            the Trust shall provide written notice to each Rating Agency following
            the Event
            of Default or Termination Event. Upon the termination of the Interest
            Rate Swap
            Agreement under the circumstances contemplated by this Section 4.06(b),
            the
            Trust shall use its reasonable best efforts to enforce the rights of
            the Trust
            and the Trustee thereunder as may be permitted by the terms of the Interest
            Rate
            Swap Agreement and consistent with the terms hereof, and shall apply
            the
            proceeds of any such efforts to enter into a replacement interest rate
            swap
            agreement with another swap provider. To the extent such replacement
            interest
            rate swap agreement can be entered into, any termination payments received
            by
            the Trust in respect of the terminated interest rate swap agreement shall
            be
            used, to the extent necessary, by the Trust for the purpose of entering
            into
            such replacement interest rate swap agreement.

           

          (c) Notwithstanding
            any other provision in this Agreement, in the event that the Interest
            Rate Swap
            Agreement is terminated and the Trust enters into a replacement interest
            rate
            swap agreement and the Trust is entitled to receive a payment from a
            replacement
            swap provider, the Securities Administrator shall direct the replacement
            swap
            provider to make such payment (the “Replacement Swap Provider Payment”) to the
            Supplemental Interest Trust. The Supplemental Interest Trust shall pay
            to the
            Swap Provider that is being replaced the lesser of (x) the amount so
            received
            and (y) any Swap Termination Payment owed to the Swap Provider (to the
            extent
            not already paid by the Trust) immediately upon receipt of the Replacement
            Swap
            Provider Payment, regardless of whether the date of receipt thereof is
            a
            Distribution Date; provided that to the extent that the Replacement Swap
            Provider Payment is less than the Swap Termination Payment owed to the
            Swap
            Provider, any remaining amounts will be paid to the Swap Provider on
            the
            subsequent Distribution Date (unless the Replacement Swap Provider Payment
            is
            paid to the Swap Provider on a Distribution Date, in which case such
            remaining
            amounts will be paid on such Distribution Date) in accordance with the
            priority
            of payments described in Section 4.05 of this Agreement. For the avoidance
            of
            doubt, the parties agree that the Swap Provider shall have first priority
            to any
            Replacement Swap Provider Payment over the payment by the Trust to
            Certificateholders, any Servicer, the Custodian, the Master Servicer,
            the
            Securities Administrator, the Trustee or any other Person.

           

          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
            Depositor
            hereby directs the Securities Administrator to 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.]]

           

          
            
               

            

            
              32

              
                

              

            

            
               

            

          

          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 as directed by
            that
            Certificateholder by written wire instructions provided to the Securities
            Administrator or (y), in the event that no wire instructions are provided
            to the
            Securities Administrator, by check mailed by first class mail to such
            Certificateholder at the address of such Holder appearing in the Certificate
            Register.

           

          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 office
            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.
            e)
            The
            Securities Administrator shall maintain, 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. In the event, the Depositor or an Affiliate transfers
            the
            Class X Certificates, or a portion thereof, to another Affiliate, it
            shall
            notify the Securities Administrator in writing of the affiliated status
            of the
            transferee. The Securities Administrator shall have no liability regarding
            the
            lack of notice with respect thereto.

           

          
            
               

            

            
              33

              
                

              

            

            
               

            

          

          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. Except with respect to
            (i) the
            initial transfer of the Class X or Class P Certificates on the Closing
            Date,
            (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
            to
            the Depositor or any 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-1
            (the
“Rule
            144A Letter”)
            or
            (ii) there shall be delivered to the Securities Administrator at the
            expense of
            the transferor an Opinion of Counsel 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. The Depositor shall provide to any Holder of a
            Private
            Certificate and any prospective transferee designated by any such Holder,
            information regarding the related Certificates and the Mortgage Loans
            and such
            other information as shall be necessary to satisfy the condition to eligibility
            set forth in Rule 144A(d)(4) for transfer of any such Certificate without
            registration thereof under the Securities Act pursuant to the registration
            exemption provided by Rule 144A. The Trustee and the Securities Administrator
            shall cooperate with the Depositor in providing the Rule 144A information
            referenced in the preceding sentence, including providing to the Depositor
            such
            information regarding the Certificates, the Mortgage Loans and other
            matters
            regarding the Trust Fund as the Depositor shall reasonably request to
            meet its
            obligation under the preceding sentence. Each Holder of a Private Certificate
            desiring to effect such transfer shall, and does hereby agree to, indemnify
            the
            Trustee and the Depositor and each Servicer 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.

           

          
            
               

            

            
              34

              
                

              

            

            
               

            

          

          Except
            with respect to (i) the initial transfer of the Class X or Class P Certificates
            on the Closing Date, (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 to the Depositor or any 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-2),
            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 effect such transfer (each such investor
            a
“Plan”),
            (ii)
            in the case of an ERISA-Restricted Certificate (other than a Residual
            Certificate) that has been the subject of an ERISA-Qualifying Underwriting,
            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 satisfy the requirements
            for exemptive relief under Sections I and III of PTCE 95-60 or (iii)
            in the case
            of any ERISA-Restricted 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 and the Depositor, which Opinion of Counsel
            shall not
            be an expense of the Trustee, the Depositor, the Securities Administrator
            or the
            Trust Fund, addressed to the Securities Administrator and the Depositor,
            to the
            effect that the purchase and 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 Master Servicer, any other servicer
            or
            the Securities Administrator 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 Private
            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. 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, without
            such
            Opinion of Counsel, such attempted transfer or acquisition shall be void
            and of
            no effect.

           

          
            
               

            

            
              35

              
                

              

            

            
               

            

          

          During
            the period the Supplemental Interest Trust is in effect, no transfer
            of an
            ERISA-Restricted Swap Certificate shall be made unless the Securities
            Administrator shall have received either a representation from the transferee
            of
            such ERISA-Restricted Swap Certificate acceptable to and in form and
            substance
            satisfactory to the Securities Administrator to the effect that such
            transferee
            is not a Plan, or (ii) a representation that the purchase and holding
            of the
            ERISA-Restricted Swap Certificate satisfy the requirements for exemptive
            relief
            under the statutory exemption for non-fiduciary service providers under
            Section
            408(b)(17) of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14,
            PTCE 90-1,
            PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption,
            or in the
            case of a Plan subject to Similar Law, will not constitute a non-exempt
            violation of such Similar Law. In the event such a representation letter
            is not
            delivered, one of the foregoing representations, as appropriate, shall
            be deemed
            to have been made by the transferee’s (including an initial acquirer’s)
            acceptance of the ERISA-Restricted Swap Certificate. In the event that
            such
            representation is violated, such transfer or acquisition shall be void
            and of no
            effect. The Residual Certificates may not 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
            of or with
            plan assets of such plan.

           

          The
            Securities Administrator shall have no duty to monitor transfers of beneficial
            interests in any Book-Entry Certificate and shall not be under liability
            to any
            Person for any registration of transfer of any ERISA Restricted 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 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 not a Permitted Transferee;

           

          
            
               

            

            
              36

              
                

              

            

            
               

            

          

          (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. Neither the Securities Administrator nor the Trustee shall
            have any
            liability to any Person for any registration of Transfer of a Residual
            Certificate that is in fact not permitted by Section 5.02(b) 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. The Securities Administrator shall be entitled but not
            obligated
            to recover from any Holder of a Residual Certificate that was in fact
            not a
            Permitted Transferee at the time it became a Holder or, at such subsequent
            time
            as it became other than a 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
            not a
            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, or
            the
            Securities Administrator, to the effect that the elimination of such
            restrictions will not cause any Trust REMIC 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 not a 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
            not a
            Permitted Transferee to a Holder that is a Permitted Transferee.

           

          (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.

           

          
            
               

            

            
              37

              
                

              

            

            
               

            

          

          (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 Trustee and 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 of its intent to terminate the book entry system
            through
            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. Neither
            the
            Depositor nor 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.

           

          (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.

           

          
            
               

            

            
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          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 Trustee and the Securities Administrator 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 protected 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
            Depositor, the Securities Administrator or the Trustee may treat the
            Person in
            whose name any Certificate is registered as the owner of such Certificate
            for
            the purpose of receiving distributions as provided in this Agreement
            and for all
            other purposes whatsoever, and none of the Trustee, the Securities
            Administrator, the Depositor or any agent of the Depositor, the Securities
            Administrator or the Trustee 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 a Servicer shall request such information in writing from
            the
            Securities Administrator, then the Securities Administrator shall, within
            ten
            (10) Business Days after the receipt of such request, provide the Depositor,
            such 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.

           

          Section
            5.06 Maintenance
            of Office or Agency.
            The
            Securities Administrator will maintain or cause to be maintained at its
            expense
            an office or agency or agencies where Certificates may be surrendered
            for
            registration of transfer or exchange. The Securities Administrator initially
            designates its Corporate Trust Office for such purposes. The Securities
            Administrator will give prompt written notice to the Certificateholders
            of any
            change in such location of any such office or agency.

           

          
            
               

            

            
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          ARTICLE
            VI

           

          THE
            DEPOSITOR

           

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

           

          Section
            6.02 Merger
            or Consolidation of the Depositor.
            The
            Depositor will keep in full effect its existence, rights and franchises
            as a
            corporation or federally chartered savings bank, as the case may be,
            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.

           

          Any
            Person into which the Depositor may be merged or consolidated, or any
            Person
            resulting from any merger or consolidation to which the Depositor shall
            be a
            party, or any person succeeding to the business of the Depositor, shall
            be the
            successor of the Depositor, 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.

           

          Section
            6.03 Limitation
            on Liability of the Depositor and Others.
            Neither
            the Depositor nor any of its 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 or any such Person against
            any
            breach of representations or warranties made by it herein or protect
            the
            Depositor or any such Person from any liability which would otherwise
            be imposed
            by reasons of willful misfeasance, bad faith or gross negligence in the
            performance of duties or by reason of reckless disregard of obligations
            and
            duties hereunder. The Depositor and any director, officer, employee or
            agent of
            the Depositor 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 and any director, officer, employee or agent
            of the
            Depositor 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 incurred by reason of willful misfeasance, bad faith
            or
            gross negligence in the performance of duties hereunder or by reason
            of reckless
            disregard of obligations and duties hereunder. The Depositor shall not
            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 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, the Depositor shall be entitled to be
            reimbursed
            therefor out of the Certificate Account.

           

          
            
               

            

            
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          Section
            6.04 Servicing
            Compliance Review.
            Promptly upon receipt from each Servicer of its annual statement of compliance
            and accountant’s report described in the applicable Step 2 Assignment Agreement
            the Master Servicer shall furnish a copy thereof to the Depositor. Promptly
            after the Depositor’s receipt thereof, the Depositor shall review the same and,
            if applicable, consult with such Servicer as to the nature of any defaults
            by
            such Servicer in the fulfillment of any of its Servicer’s obligations under the
            applicable Servicing Agreement.

           

          ARTICLE
            VII

           

          SERVICER
            DEFAULT

           

          Section
            7.01 Events
            of Default.
            If an
            Event of Default described in any Servicing Agreement shall occur with
            respect
            to the related Servicer 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 Certificateholders entitled to a majority of the Voting
            Rights
            the Master Servicer shall, by notice in writing to the applicable Servicer
            (with
            a copy to each Rating Agency), terminate all of the rights and obligations
            of
            such Servicer under the applicable Servicing Agreement and in and to
            the
            Mortgage Loans and the proceeds thereof. The Holders of Certificates
            evidencing
            at least 66% of the Voting Rights of Certificates affected by a Event
            of Default
            may waive such Event of Default; provided,
            however,
            that
            (a) an Event of Default with respect to any Servicer’s obligation to make
            Advances may be waived only by all of the Holders of the Certificates
            affected
            by such Event of Default and (b) no such waiver is permitted that would
            materially adversely affect any non consenting Certificateholder. On
            and after
            the receipt by such Servicer of such written notice of termination, all
            authority and power of such Servicer hereunder or under the applicable
            Servicing
            Agreement, whether with respect to the Mortgage Loans or otherwise, shall
            pass
            to and be vested in the Master Servicer. The Master Servicer is hereby
            authorized and empowered to execute and deliver, on behalf of such 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.

           

          Section
            7.02 Master
            Servicer to Act; Appointment of Successor.
            Within
            120 days after the Master Servicer gives, and the applicable Servicer
            receives a
            notice of termination pursuant to Section 7.01, the Master Servicer shall,
            subject to and to the extent provided in Section 7.03, 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
            the
            applicable Servicing Agreement and the transactions set forth or provided
            for
            herein and in such Servicing Agreement and shall be subject to all the
            responsibilities, duties and liabilities relating thereto placed on the
            Servicer
            by the terms and provisions of such Servicing Agreement and applicable
            law
            including the obligation to make Advances pursuant to such Servicing
            Agreement
            (it being understood and agreed that if any Servicer fails to make an
            Advance,
            the Master Servicer shall do so unless a determination has been made
            that such
            Advance would constitute a Nonrecoverable Delinquency Advance or a
            Nonrecoverable Servicing Advance). 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 under the Servicing Agreement including, if the Servicer
            was
            receiving the Servicing Fee at the Servicing Fee Rate set forth in the
            Servicing
            Agreement (as set forth in the Mortgage Loan Schedule with respect to
            the
            related Mortgage Loans) such Servicing Fee and the income on investments
            or gain
            related to the Collection Account.

           

          
            
               

            

            
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          Notwithstanding
            the foregoing, the Master Servicer may, if it shall be unwilling to so
            act, or
            shall, if it is prohibited by applicable law from making Advances pursuant
            to
            the applicable Servicing Agreement, or if it is otherwise unable to so
            act, or,
            at the written request of Certificateholders entitled to 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 such Servicer under the applicable
            Servicing Agreement in the assumption of all or any part of the
            responsibilities, duties or liabilities of such Servicer. No such appointment
            of
            a successor to a Servicer hereunder shall be effective until the Depositor
            shall
            have consented thereto. Any successor to such Servicer shall be an institution
            which is a Fannie Mae and Freddie Mac approved seller/servicer in good
            standing,
            which has a net worth of at least $25,000,000, 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 such terminated Servicer, (other than
            liabilities
            of such terminated Servicer incurred prior to termination of such 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 a Servicer hereunder, the Master Servicer, unless the Master
            Servicer is prohibited by law from so acting, shall, subject to this
            Section
            7.02, 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, the
            Depositor 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
            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 a 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 predecessor Servicer to deliver or provide, or any delay in delivering
            or
            providing, any cash, information, documents or records to it.

           

          Any
            successor Servicer shall give notice to the Mortgagors of such change
            of
            Servicer, in accordance with applicable federal and state law, and shall,
            during
            the term of its service as servicer, maintain in force the policy or
            policies
            that each Servicer is required to maintain pursuant to the applicable
            Servicing
            Agreement.

           

          
            
               

            

            
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          Notwithstanding
            the foregoing, the Master Servicer may not terminate a Servicer without
            cause.

           

          Section
            7.03 Master
            Servicer to Act as Servicer.
            In the
            event that a Servicer shall for any other reason no longer be the Servicer,
            the
            Master Servicer or another successor Servicer, shall thereupon assume
            all of the
            rights and obligations of the predecessor Servicer hereunder arising
            thereafter
            pursuant to Section 7.02.

           

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

           

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

           

          ARTICLE
            VIII

           

          CONCERNING
            THE TRUSTEE AND THE CUSTODIAN

           

          Section
            8.01 Duties
            of the Trustee and the Custodian.
            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 and the Custodian, upon receipt of all resolutions, certificates,
            statements, opinions, reports, documents, orders or other instruments
            furnished
            to the Trustee or the Custodian, as applicable, that are specifically
            required
            to be furnished pursuant to any provision of this Agreement shall examine
            them
            to determine whether on their face they are in the form required by this
            Agreement, or with respect to the documents in the respective Custodial
            Files
            whether they satisfy the review criteria set forth in Section 2.02. Neither
            the
            Trustee nor the Custodian shall 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
            or the
            Custodian from liability for its own negligent action, its own negligent
            failure
            to act or its own bad faith or willful misfeasance; provided,
            however,
            that:

           

          
            
               

            

            
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          (a) unless
            a
            Master Servicer Event of Default of which a Responsible Officer of the
            Trustee
            obtains actual knowledge has occurred and is continuing, 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 believed 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% 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.

           

          Section
            8.02 [Reserved]

           

          Section
            8.03 Certain
            Matters Affecting the Trustee and the Custodian.
            Except
            as otherwise provided in Section 8.01:

           

          (a) the
            Trustee and the Custodian may request and rely upon and shall be protected
            in
            acting or refraining from acting upon any resolution, Officer’s Certificate,
            Opinion of Counsel, 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 and the Custodian
            shall
            have no responsibility to ascertain or confirm the genuineness of any
            signature
            of any such party or parties;

           

          (b) before
            taking any action under this Agreement, the Trustee and the Custodian
            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 and the Custodian 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;

           

          
            
               

            

            
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          (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 so to do by Holders of Certificates evidencing
            not
            less than 25% of the Voting Rights allocated to each Class of Certificates;
            provided,
            however,
            that if
            the payment within a reasonable time to the Trustee of the costs, expenses
            or
            liabilities likely to be incurred by it in the making of such investigation
            is,
            in the opinion of the Trustee, not assured to the Trustee by the security
            afforded to it by the terms of this Agreement, the Trustee may require
            indemnity
            satisfactory to the Trustee against such cost, expense or liability as
            a
            condition to taking any such action. The reasonable expense of every
            such
            examination shall be paid by the applicable Servicer or, if paid by the
            Trustee,
            shall be repaid by the Servicer upon demand from the applicable Servicer’s own
            funds;

           

          (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 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) neither
            the Trustee nor the Custodian shall 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 (other than as issuer of the investment security);

           

          (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;

           

          (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) the
            right
            of the Trustee to perform any discretionary act enumerated in this Agreement
            shall not be construed as a duty, and the Trustee shall not be answerable
            for
            other than its negligence or willful misconduct in the performance of
            such
            act;

           

          (k) the
            Trustee shall not be required to give any bond or surety in respect of
            the
            execution of the Trust Fund created hereby or the powers granted
            hereunder;

           

          (l) notwithstanding
            anything to the contrary in any Servicing Agreement, the Trustee shall
            not
            consent to a Servicer’s request of assigning the Servicing Agreement or the
            servicing rights thereunder to any other party;

           

          (m) the
            Trustee and the Custodian shall not be accountable and shall have no
            liability
            for any acts or omissions by the Securities Administrator, the Master
            Servicer
            or other party hereto;

           

          
            
               

            

            
              45

              
                

              

            

            
               

            

          

          (n) in
            no
            event shall Deutsche Bank, in its capacity as Trustee and Custodian hereunder,
            be liable for special, indirect or consequential damages; and

           

          (o) the
            Securities Administrator is authorized and directed to execute the Interest
            Rate
            Swap Agreement.

           

          Section
            8.04 Trustee
            and Custodian 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 neither the Trustee nor the Custodian
            assumes
            any responsibility for their correctness. The Trustee and the Custodian
            make no
            representations as to the validity or sufficiency of this Agreement or
            of the
            Certificates or of any Mortgage Loan or related document. Neither the
            Trustee
            nor the Custodian shall be accountable for the use or application by
            the
            Depositor, the Master Servicer, any Servicer or the Securities Administrator
            of
            any funds paid to the Depositor, the Master Servicer, any Servicer or
            the
            Securities Administrator in respect of the Mortgage Loans or deposited
            in or
            withdrawn from the Collection Account or the Certificate Account by the
            Depositor, the Master Servicer, any Servicer, or the Securities
            Administrator.

           

          The
            Trustee shall have no responsibility (i) 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 (unless the Trustee shall have become and remains the successor
            Master Servicer) (ii) to see to any insurance (unless the Trustee shall
            have
            become the successor Master Servicer), or (iii) to confirm or verify
            the
            contents of any reports or certificates of the Servicers, Securities
            Administrator or Master Servicer delivered to the Trustee pursuant to
            this
            Agreement believed by the Trustee to be genuine and to have been signed
            or
            presented by the proper party or parties.

           

          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
            8.05 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
            8.06 Trustee’s
            Fees and Expenses.
            As
            compensation for its activities under this Agreement, the Trustee shall
            be paid
            an on-going monthly or annual fee, as applicable, by the Securities
            Administrator pursuant to a separate agreement. The Trustee shall have
            no lien
            on the Trust Fund for the payment of such fees. The Trustee shall be
            entitled to
            be reimbursed, from funds on deposit in the Certificate 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

           

          
            
               

            

            
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          (a) this
            Agreement,

           

          (b) the
            Certificates, or

           

          (c) 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
            any
            Servicer’s obligations in connection with its Servicing Agreement for which that
            Servicer has performed its obligation to indemnify the Trustee pursuant
            to
            Servicing Agreement, (ii) resulting from any breach of the Seller’s obligations
            in connection with any Sale Agreement for which it has performed its
            obligation
            to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting
            from
            any breach of the Master Servicer’s obligations hereunder for which the Master
            Servicer has performed its obligation to indemnify the Trustee pursuant
            to this
            Agreement, or (iv) incurred because of willful misfeasance, bad faith,
            or
            negligence in the performance of any of the Trustee’s duties under this
            Agreement. This indemnity shall survive the termination of this Agreement
            or the
            resignation or removal of the Trustee under this Agreement. Without limiting
            the
            foregoing, except for any expense, disbursement or advance arising from
            the
            Trustee’s negligence, bad faith or willful misfeasance, 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.

           

          Except
            as
            otherwise provided in this Agreement, 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 expenses.

           

          Section
            8.07 Eligibility
            Requirements for the Trustee.
            The
            Trustee hereunder shall at all times be a corporation, banking association
            or
            other 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 the appointment
            of which would not cause any of the Rating Agencies to reduce or withdraw
            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 8.07 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 8.07, the Trustee shall resign immediately in the manner and
            with the
            effect specified in Section 8.08. The entity serving as Trustee may have
            normal
            banking and trust relationships with the Depositor and its affiliates
            or with
            the Servicer and its affiliates; provided,
            however,
            that
            such entity cannot be an affiliate of the Depositor or of any Servicer
            other
            than the Trustee in its role as successor to the Master Servicer.

           

          
            
               

            

            
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          Section
            8.08 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 sixty
            (60)
            days before the date specified in such notice, when, subject to Section
            8.09,
            such resignation is to take effect, and acceptance by a successor trustee
            in
            accordance with Section 8.09 meeting the qualifications set forth in
            Section
            8.07. If no successor trustee meeting such qualifications shall have
            been so
            appointed and have accepted appointment within thirty (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 (i) the Trustee shall cease to be eligible in accordance with Section
            8.07
            and shall fail to resign after written request thereto by the Depositor,
            (ii)
            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, (iii)(A) a tax is imposed with respect to the Trust Fund
            by any
            state in which the Trustee or the Trust Fund is located and (B) the imposition
            of such tax would be avoided by the appointment of a different trustee,
            or (iv)
            the Trustee fails to comply with its obligations under the last sentence
            of
            Section 9.04 in the preceding paragraph, Section 8.10 or Article XIII
            and such
            failure is not remedied within the lesser of ten (10) calendar days or
            such
            period in which the applicable Exchange Act Report can be timely filed
            (without
            taking into account any extensions), then, in the case of clauses (i)
            through
            (iv), the Depositor may remove the Trustee and appoint a successor trustee
            by
            written instrument, in duplicate, one copy of which shall be delivered
            to the
            Trustee and one copy to the successor trustee.

           

          The
            Holders of Certificates entitled to a majority of the Voting Rights may
            at any
            time remove the Trustee and appoint a successor trustee by written instrument
            or
            instruments, in duplicate, signed by such Holders or their attorneys
            in fact
            duly authorized, one complete set of which shall be delivered 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 8.08 shall become effective upon acceptance
            of
            appointment by the successor trustee as provided in Section 8.09.

           

          Section
            8.09 Successor
            Trustee.
            Any
            successor trustee appointed as provided in Section 8.08 shall execute,
            acknowledge and deliver to the Depositor and to its predecessor trustee
            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 the like effect as if originally named as trustee herein.
            The
            Depositor 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
            8.09
            unless at the time of its acceptance, the successor trustee is eligible
            under
            Section 8.07 and its appointment does not adversely affect the then current
            rating of the Certificates and has provided to the Depositor in writing
            and in
            form and substance reasonably satisfactory to the Depositor, all information
            reasonably requested by the Depositor in order to comply with its reporting
            obligation under Item 6.02 of Form 8-K with respect to a replacement
            Trustee.

           

          Upon
            acceptance of appointment by a successor trustee as provided in this
            Section
            8.09, the Depositor shall mail notice of the succession of such trustee
            hereunder to all Holders of Certificates and the Custodian. If the Depositor
            fails to mail such notice within ten (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
            8.10 Merger
            or Consolidation of the Trustee or the Custodian.
            Any
            corporation into which the Trustee or the Custodian, as applicable, 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
            or
            the Custodian, as applicable, shall be a party, or any corporation succeeding
            to
            the business of the Trustee or the Custodian, as applicable, shall be
            the
            successor of the Trustee or the Custodian, as applicable, hereunder;
            provided
            that
            such corporation shall be eligible under Section 8.07 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
            8.11 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 Trustee shall have the power and shall execute and deliver
            all
            instruments to appoint one or more Persons 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 8.11, such powers, duties, obligations, rights
            and
            trusts as the Trustee may consider appropriate. No co-trustee or separate
            trustee hereunder shall be required to meet the terms of eligibility
            as a
            successor trustee under Section 8.09 and no notice to Certificateholders
            of the
            appointment of any co-trustee or separate trustee shall be required under
            Section 8.09.

           

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

           

          
            
               

            

            
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          (a) To
            the
            extent necessary to effectuate the purposes of this Section 8.11, 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 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
            8.12 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 described in the Preliminary Statement
            and that
            in such capacity it shall:

           

          
            
               

            

            
              50

              
                

              

            

            
               

            

          

          (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) and 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 Trust REMIC containing such
            information and at the times and in the manner as may be required by
            the Code or
            state or local tax laws, regulations, or rules, and furnish to
            Certificateholders the schedules, statements or information at such times
            and in
            such manner as may be required thereby;

           

          (b) within
            thirty (30) 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 Trust REMIC 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 not a Permitted Transferee (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 Trust REMIC as a REMIC under the REMIC Provisions;

           

          (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 Trust REMIC created
            hereunder;

           

          (h) pay,
            from
            the sources specified in the last paragraph of this Section 8.12, the
            amount of
            any federal or state tax, including prohibited transaction taxes as described
            below, imposed on any Trust REMIC 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);

           

          
            
               

            

            
              51

              
                

              

            

            
               

            

          

          (i) cause
            federal, state or local income tax or information returns to be signed
            by 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;

           

          (j) maintain
            records relating to each of the Trust REMICs, including the income, expenses,
            assets, and liabilities thereof on a calendar year basis and on the accrual
            method of accounting and the fair market value and 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;
            and

           

          (k) as
            and
            when necessary and appropriate, represent each Trust REMIC 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 Trust REMIC, enter into settlement agreements with any governmental
            taxing
            agency, extend any statute of limitations relating to any tax item of
            any Trust
            REMIC, and otherwise act on behalf of each Trust REMIC in relation to
            any tax
            matter or controversy involving it.

           

          The
            Holder of the largest Percentage Interest of the Class RC, Class R and
            Class RX
            Certificates shall act as Tax Matters Person for (i) the Lower-Tier REMIC,
            (ii)
            the Middle-Tier REMIC and the Upper-Tier REMIC and (iii) the Class RX
            REMICs,
            respectively, 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 Trust REMIC 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 Trust REMIC, enter into settlement agreements with any governmental
            taxing
            agency, extend any statute of limitations relating to any tax item of
            any Trust
            REMIC, and otherwise act on behalf of each Trust REMIC in relation to
            any tax
            matter or controversy involving it.

           

          The
            Securities Administrator shall treat the rights of the Class X
            Certificateholders to receive amounts in the Excess Reserve Fund Account
            and
            Supplemental Interest Trust (subject to the obligation to pay Basis Risk
            Carry
            Forward Amounts) and the rights of the Holders of the Offered Certificates
            (other than the Residual Certificates) to receive Basis Risk Carry Forward
            Amounts (as calculated in the Preliminary Statement) as the beneficial
            ownership
            interests in a grantor trust and not as an obligations of any REMIC created
            hereunder, for federal income tax purposes. The Securities Administrator
            shall
            file or cause to be filed with the Internal Revenue Service Form 1041
            or such
            other form as may be applicable and shall furnish or cause to be furnished,
            to
            the Class X Certificateholders and the Holders of the Offered Certificates
            (other than the Residual Certificates), the respective amounts described
            above
            that are received, in the time or times and in the manner required by
            the
            Code.

           

          
            
               

            

            
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          To
            enable
            the Securities Administrator to perform its duties under this Agreement,
            the
            Depositor shall provide to the Securities Administrator within ten (10)
            days
            after the Closing Date all information or data that the Securities Administrator
            requests in writing and determines to be relevant for tax purposes to
            the
            valuations and offering prices of the Certificates, including 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, if any, to each Class
            of
            Certificates of the right to receive Basis Risk Carry Forward Amounts
            from the
            Excess Reserve Fund Account and the Supplemental Interest Trust. 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.
            The
            Depositor hereby indemnifies the Securities Administrator for any losses,
            liabilities, damages, claims, or expenses of the Securities Administrator
            arising from any errors or miscalculations of the Securities Administrator
            that
            result from any failure of the Depositor to provide, or to cause to be
            provided,
            accurate information or data to the Securities Administrator on a timely
            basis.

           

          If
            any
            tax is imposed on “prohibited transactions” of any Trust REMIC as defined in
            Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of
            the Lower-Tier REMIC as defined in Section 860G(c) of the Code, on any
            contribution to any Trust 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 any Trust 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) a 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 the applicable Servicing Agreement, (iii)
            a Seller
            if such tax arises out of or results from the Seller’s obligation to repurchase
            a Mortgage Loan pursuant to the applicable Sale Agreement or (iv) in
            all other
            cases, or if the Trustee, the Master Servicer, the Securities Administrator,
            the
            Servicer or the Seller fails to honor its obligations under the preceding
            clause
            (i), (ii), or (iii), any such tax will be paid with amounts otherwise
            to be
            distributed to the Certificateholders, as provided in Section
            4.01(a).

           

          For
            as
            long as each Trust REMIC shall exist, the Securities Administrator shall
            act as
            specifically required herein, and the Securities Administrator shall
            comply with
            any directions of the Depositor or a Servicer stating that such directions
            are
            being given to assure such continuing treatment. In particular, the Securities
            Administrator shall not (a) sell or authorize the sale of all or any
            portion of
            the Mortgage Loans or of any investment of deposits in an Account unless
            such
            sale is as a result of a purchase or repurchase of the Mortgage Loans
            pursuant
            to this Agreement or (b) accept any contribution to any Trust REMIC after
            the
            Startup Day without receipt of an Opinion of Counsel that such action
            described
            in clause (a) or (b) will not result in the imposition of a tax on any
            Trust
            REMIC or cause any Trust REMIC to fail to qualify as a REMIC at any time
            that
            any Certificates are outstanding.

           

          Section
            8.13 [Reserved]

           

          
            
               

            

            
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          Section
            8.14 Tax
            Classification of the Excess Reserve Fund Account and the Interest Rate
            Swap
            Agreement.
            For
            federal income tax purposes, the Securities Administrator shall treat
            the Excess
            Reserve Fund Account, the Interest Rate Swap Agreement and the Supplemental
            Interest Trust as beneficially owned by the holder of the Class X Certificates
            and shall treat such portion of the Trust Fund as a grantor trust under
            subpart
            E, Part I of subchapter J of the Code. The Securities Administrator shall
            treat
            the rights of each Class of LIBOR Certificates to receive payments of
            Basis Risk
            Carry Forward Amounts (excluding any such amounts attributable to any
            excess of
            the REMIC II Net WAC Cap Rate over the Net WAC Cap Rate) from the Excess
            Reserve
            Fund Account and the Supplemental Interest Trust as rights to receive
            payments
            under an interest rate cap contract written by the Class X Certificateholders
            in
            favor of each Class. Accordingly, each Class of LIBOR Certificates will
            comprise
            two components—a regular interest in the Upper-Tier REMIC and an interest in an
            interest rate cap contract, and the Class X Certificates will be comprised
            of
            four components—a regular interest in the Class X REMIC, an interest in the
            Interest Rate Swap Agreement, ownership of the Supplemental Interest
            Trust and
            ownership of the Excess Reserve Fund Account subject to the obligation
            to pay
            Basis Risk Cary Forward Amounts, Net Swap Payment Amounts and Swap Termination
            Payments. The Securities Administrator shall allocate the issue price
            for a
            Class of Certificates among these components for purposes of determining
            the
            issue price of the Upper-Tier Regular Interest component based on information
            received from the Depositor. Unless otherwise advised by the Depositor
            in
            writing, for federal income tax purposes, the Securities Administrator
            is hereby
            directed to assign a value of $10,000 to the right of each Holder of
            a LIBOR
            Certificate to receive the related Basis Risk Carry Forward Amount (excluding
            any such amounts attributable to any excess of the REMIC II Net WAC Cap
            Rate
            over the Net WAC Cap Rate) for purposes of allocating the purchase price
            of an
            initial LIBOR Certificateholder between such right and the related Upper-Tier
            Regular Interest. 

           

          Holders
            of LIBOR Certificates shall also be treated as having agreed to pay,
            on each
            Distribution Date, to the Holders of the Class X Certificates an aggregate
            amount equal to the excess, if any, of (i) Net Swap Payment Amounts and
            Swap
            Termination Payments (other that Defaulted Swap Termination Payments)
            over (ii)
            the sum of amounts payable on the Class X Interest as provided in the
            Preliminary Statement hereof (such excess, a “Class
            IO Shortfall”),
            first
            from interest and then from principal distributable on the LIBOR Certificates.
            A
            Class IO Shortfall payable from interest collections shall be allocated
            pro
            rata
            among
            such LIBOR Certificates based on the amount of interest otherwise payable
            to
            such Class of LIBOR Certificates, and a Class IO Shortfall payable from
            principal collections shall be allocated in reverse sequential order
            beginning
            with the most subordinate Class of LIBOR Certificates then
            outstanding.

           

          Any
            payments of Class IO Shortfalls shall be treated for tax purposes as
            having been
            received by the Holders of such Class of LIBOR Certificates in respect
            of the
            corresponding Upper-Tier Regular Interest and as having been paid by
            such
            Holders to the Holders of the Class X Certificates through the Supplemental
            Interest Trust.

           

          Section
            8.15 [Reserved] 

           

          Section
            8.16 Custodial
            Responsibilities.
            The
            Custodian shall provide access to the Mortgage Loan documents in possession
            of
            the Custodian regarding the related Mortgage Loans and REO Property and
            the
            servicing thereof to the Trustee, the Certificateholders, the FDIC, and
            the
            supervisory agents and examiners of the FDIC, such access being afforded
            only
            upon two (2) Business Days prior written request and during normal business
            hours at the office of the Custodian; provided,
            however,
            that
            unless otherwise required by law or any regulatory or administrative
            agency
            (including the FDIC), the Custodian shall not be required to provide
            access to
            such records and documentation if the provision thereof would violate
            the legal
            right to privacy of any Mortgagor. The Custodian shall allow representatives
            of
            the above entities to photocopy any of the records and documentation
            and shall
            provide equipment for that purpose at the expense of the Trust that covers
            the
            Custodian’s actual costs.

           

          
            
               

            

            
              54

              
                

              

            

            
               

            

          

          Upon
            receipt of a request for release by a Servicer substantially in the form
            of
Exhibit
            L
            hereto,
            the Custodian shall release within five (5) Business Days the related
            Mortgage
            File to such Servicer and the Trustee shall execute and deliver to such
            Servicer, without recourse, a request for reconveyance, deed of reconveyance
            or
            release or satisfaction of mortgage or such instrument releasing the
            lien of the
            Mortgage (furnished by such Servicer), together with the Mortgage
            Note.

           

          The
            Custodian may resign at any time or may be terminated by the Trustee
            with cause,
            in each case, upon sixty (60) days written notice to the applicable Servicer,
            the Depositor and the Securities Administrator, in which event the Depositor
            will be obligated to appoint a successor. If no successor has been appointed
            and
            has accepted appointment within sixty (60) days after the resignation
            or
            termination of the Custodian, the Custodian may petition any court of
            competent
            jurisdiction for appointment of a successor.

           

          The
            Securities Administrator, pursuant to a separate agreement, shall compensate
            from its own funds the Custodian for its activities under this Agreement.
            The
            Custodian shall have no lien on the Trust Fund for the payment of such
            fees. The
            Custodian shall be entitled to be reimbursed, from funds on deposit in
            the
            Certificate Account, amounts sufficient to indemnify and hold harmless
            the
            Custodian and any director, officer, employee, or agent of the Custodian
            against
            any loss, liability, or expense (including reasonable attorneys’ fees) incurred
            in connection with any claim or legal action relating to:

           

          (a) this
            Agreement;

           

          (b) the
            Certificates; or

           

          (c) the
            performance of any of the Custodian’s duties under this Agreement,

           

          other
            than any loss, liability, or expense (i) resulting from any breach of
            a
            Servicer’s obligations in connection with a Servicing Agreement for which the
            Servicer has performed its obligation to indemnify the Custodian pursuant
            to
            such Servicing Agreement, (ii) resulting from any breach of the Seller’s
            obligations in connection with a Sale Agreement for which the Seller
            has
            performed its obligation to indemnify the Custodian pursuant to such
            Sale
            Agreement, or (iii) incurred because of willful misfeasance, bad faith,
            or
            negligence in the performance of any of the Custodian’s duties under this
            Agreement. This indemnity shall survive the termination of this Agreement
            or the
            earlier resignation or removal of the Custodian.

           

          
            
               

            

            
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          ARTICLE
            IX

           

          ADMINISTRATION
            OF THE MORTGAGE LOANS

          BY
            THE MASTER SERVICER

           

          Section
            9.01 Duties
            of the Master Servicer; Enforcement of Servicer’s Obligations.
            (a) The
            Master Servicer, on behalf of the Trustee, the Securities Administrator,
            the
            Depositor and the Certificateholders, shall monitor the performance of
            the
            Servicers under the related Servicing Agreements, and (except as set
            forth
            below) shall use its reasonable good faith efforts to cause the Servicers
            to
            duly and punctually perform their duties and obligations thereunder as
            applicable. 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) a
            Servicer reports a delinquency on a monthly report and (ii) such Servicer,
            by 11
            a.m. (New York Time) on the Business Day preceding the related Remittance
            Date,
            neither makes a Delinquency Advance nor provides the Securities Administrator
            and the Master Servicer with a report certifying that such a Delinquency
            Advance
            would be a Nonrecoverable Delinquency Advance, then the Master Servicer
            shall
            deposit in the Certificate Account not later than the Business Day immediately
            preceding the related Distribution Date a Delinquency Advance in an amount
            equal
            to the difference between (x) with respect to each Scheduled Payment
            due on a
            Mortgage Loan that is delinquent (other than Relief Act Interest Shortfalls)
            and
            for which the related Servicer was required to make a Delinquency Advance
            pursuant to the related Servicing Agreement and (y) amounts deposited
            in the
            Collection Account to be used for Delinquency Advances with respect to
            such
            Mortgage Loan, except to the extent the Master Servicer determines any
            such
            Delinquency Advance to be a Nonrecoverable Delinquency Advance or Nonrecoverable
            Servicing Advance. Subject to the foregoing, the Master Servicer shall
            continue
            to make such Delinquency Advances for so long as the related Servicer
            is
            required to do so under the related Servicing 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 a Delinquency Advance in a stated amount
            and
            detailing the reason(s) it deems the Delinquency Advance to be a Nonrecoverable
            Delinquency 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.

           

          (b) The
            Master Servicer shall pay the costs of monitoring the Servicers as required
            hereunder (including costs associated with (i) termination of any 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
            by
            the related Servicing Agreement, 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 or to a successor
            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 out-of-pocket costs incurred by
            the Master
            Servicer associated with any such transfer of servicing duties from a
            Servicer
            to the Master Servicer or any other successor servicer.

           

          
            
               

            

            
              56

              
                

              

            

            
               

            

          

          (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
            any
            Servicer it replaces or for any errors or omissions of such
            Servicer.

           

          If
            the
            Depositor or an affiliate of the Depositor, is the owner of the servicing
            rights
            for a servicer and the Depositor chooses to terminate such servicer with
            or
            without cause and sell those servicing rights to a successor servicer,
            then the
            Depositor must provide thirty (30) days’ notice to the Master Servicer, such
            successor servicer must be reasonably acceptable to the Master Servicer,
            the
            terminated servicer must be reimbursed for any unreimbursed Delinquency
            Advances, servicing fees and any related expenses, the successor servicer
            must
            be qualified to service mortgage loans for Fannie Mae or Freddie Mac
            and the
            Depositor must obtain prior written consent from the Rating Agencies
            that the
            transfer of the servicing of the mortgage loans will not result in a
            downgrade,
            qualification or withdrawal of the then current ratings of the Certificates.
            The
            costs of such transfer (including any costs of the Master Servicer) are
            to be
            borne by the Depositor.

           

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

           

          Section
            9.02 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.

           

          Section
            9.03 Representations
            and Warranties of the Master Servicer and Others.
            (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;

           

          
            
               

            

            
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          (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;

           

          (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) [Reserved];

           

          (viii) 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

           

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

           

          
            
               

            

            
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          (b) Section
            11.01 of this Agreement provides that Avelo, at the request of the Depositor,
            may purchase (or, if Avelo is no longer acting as a Servicer of any of
            the
            Mortgage Loans, the Depositor, at its option, may request the Master
            Servicer to
            solicit bids in a commercially reasonable manner, on or after the Initial
            Optional Termination Date (such event, the “Auction
            Call”),
            for
            the purchase) of all of the Mortgage Loans (and REO Properties) at the
            Termination Price. The Master Servicer shall accommodate such request
            to conduct
            an Auction Call at its sole discretion. Avelo, in consideration of the
            benefits
            to it of the transactions occurring under this Agreement, the Assignment
            Agreements and the related Servicing Agreement, hereby represents, covenants
            and
            agrees with the Depositor and any applicable NIM Issuer that it will
            not
            exercise its right to purchase, on or after the Initial Optional Termination
            Date, all Mortgage Loans (and REO Properties) unless it has received
            (x) written
            notification from the NIM Trustee that all of the outstanding notes issued
            under
            the applicable indenture have been paid in full or (y) an Officer’s Certificate
            of the NIM Issuer pursuant to the applicable section of the relevant
            indenture
            to the effect that all conditions precedent to the satisfaction and discharge
            of
            the indenture have been complied with. The Depositor hereby represents,
            covenants and agrees with any applicable NIM Issuer that it will not
            exercise
            its right to request the Master Servicer to solicit bids in a commercially
            reasonable manner, on or after the Initial Optional Termination Date,
            for the
            purchase of all of the Mortgage Loans (and REO Properties) unless it
            has
            received (x) written notification from the NIM Trustee that all of the
            outstanding notes issued under the applicable indenture have been paid
            in full
            or (y) an Officer’s Certificate of the NIM Issuer pursuant to the applicable
            section of the relevant indenture to the effect that all conditions precedent
            to
            the satisfaction and discharge of the indenture have been complied with.
            The
            Master Servicer shall give Avelo written notice of the occurrence of
            the Initial
            Optional Termination Date as promptly as practicable after the related
            Due
            Period upon which the Initial Optional Termination Date is based.

           

          (c) 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, Securities Administrator, and
            the
            Trustee 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 9.03(a)
            above. It is understood and agreed that the enforcement of the obligation
            of the
            Master Servicer set forth in this Section 9.03 to indemnify the Depositor,
            Securities Administrator, and the Trustee 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 and any termination of this
            Agreement.

           

          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
            9.04 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 Certificate Account
            any payment
            received by it from any Servicer 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;

           

          
            
               

            

            
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          (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 (including any obligation to cause any subservicer,
            Servicer
            or Reporting Subcontractor to take any action specified in Sections 13.07(a)(3),
            13.08(a) or 13.08(b)), 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 the Trustee by the Holders of Certificates
            evidencing at least 25% of the Voting Rights; provided
            that the
            thirty (30) day cure period shall not apply so long as the Depositor
            is required
            to file Exchange Act Reports with respect to the Trust Fund, the failure
            to
            comply with the requirements set forth in Article XIII, for which the
            grace
            period shall not exceed the lesser of ten (10) calendar days or such
            period in
            which the applicable Exchange Act Report can be timely filed (without
            taking
            into account any extensions);

           

          (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; or

           

          (g) the
            indictment of the Master Servicer for the taking of any action by the
            Master
            Servicer, any employee thereof, 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).

           

          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 (a) upon
            the
            request of the Holders of Certificates representing at least 51% of the
            Voting
            Rights (except with respect to any Master Servicer Event of Default related
            to a
            failure to comply with an Exchange Act Filing Obligation) or (b) the
            Depositor,
            in the case of a failure related to an Exchange Act Filing Obligation,
            shall,
            terminate with cause all the rights and obligations of the Master Servicer
            under
            this Agreement.

           

          
            
               

            

            
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          The
            Depositor shall not be entitled to terminate the rights and obligations
            of the
            Master Servicer, pursuant to the above paragraph, if a failure of the
            Master
            Servicer to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely
            to the
            role or functions of such Subcontractor with respect to mortgage loans
            other
            than the Mortgage Loans.

           

          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 Certificate Account
            or
            are thereafter received with respect to the Mortgage Loans.

           

          Upon
            the
            occurrence of a Master Servicer Event of Default, the Securities Administrator
            shall provide the Depositor in writing and in form and substance reasonably
            satisfactory to the Depositor, all information reasonably requested by
            the
            Depositor in order to comply with its reporting obligation under Item
            6.02 of
            Form 8-K with respect to a successor master servicer in the event the
            Trustee
            should succeed to the duties of the Master Servicer as set forth
            herein.

           

          Section
            9.05 Waiver
            of Default.
            By a
            written notice, the Trustee may with the consent of a Holders of Certificates
            evidencing at least 51% 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
            9.06 Successor
            to the Master Servicer.
            Upon
            termination of the Master Servicer’s responsibilities and duties under this
            Agreement, the Trustee shall appoint or may petition any court of competent
            jurisdiction for the appointment of 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 any fees in respect of master servicing paid to such successor
            master servicer exceed any fees in respect of master servicing paid 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 9.03(a) hereof and the remedies available to the Trustee under
            Section
            9.03(b) hereof, it being understood and agreed that the provisions of
            Section
            9.03 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). 

           

          
            
               

            

            
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          If
            no
            successor Master Servicer has accepted its appointment within ninety
            (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 Delinquency 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. 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 9.07 hereof.

           

          At
            least
            fifteen (15) calendar days prior to the effective date of such appointment,
            the
            Trustee shall provide written notice to the Depositor of such successor
            pursuant
            to this Section 9.06.

           

          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 9.03 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 as
            successor master servicer of such obligations, duties and
            responsibilities.

           

          
            
               

            

            
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          Upon
            a
            successor’s acceptance of appointment as such, the Master Servicer shall notify
            by mail the Trustee of such appointment.

           

          Section
            9.07 Compensation
            of the Master Servicer.
            As
            compensation for its activities under this Agreement, the Master Servicer
            and
            the Securities Administrator shall be paid, together and without duplication,
            the Combined Master Servicing and Securities Administrator Fee.

           

          Section
            9.08 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 FHLMC (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 FHLMC guidelines) and (ii) have a net worth of not less than
            $25,000,000.

           

          Section
            9.09 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.

           

          At
            least
            fifteen (15) calendar days prior to the effective date of such resignation,
            the
            Master Servicer shall provide written notice to the Depositor of any
            successor
            pursuant to this Section.

           

          If
            at any
            time, Wells Fargo, as Master Servicer, resigns under this Section 9.09,
            or is
            removed as Master Servicer pursuant to Section 9.04, then at such time
            Wells
            Fargo shall also resign (and shall be entitled to resign) as Securities
            Administrator under this Agreement, pursuant to Section 10.07.

           

          Section
            9.10 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.

           

          
            
               

            

            
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          Section
            9.11 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, the
            Securities
            Administrator, the Servicers 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 Master
            Servicer
            Account in accordance with the provisions of Section 9.12.

           

          The
            Master Servicer shall not be liable for any acts or omissions of any
            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 obligations of
            the
            Servicers as required under this Agreement.

           

          Section
            9.12 Indemnification;
            Third Party Claims.
            The
            Master Servicer agrees to indemnify the Depositor, the Securities Administrator
            and the Trustee, 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 or the Trustee may sustain as a result of the Master Servicer’s
            willful malfeasance, bad faith or negligence in the performance of its
            duties
            hereunder or by reason of its reckless disregard for its obligations
            and duties
            under this Trust Agreement. Each of the Depositor, the Securities Administrator
            and the Trustee shall immediately upon notice to such Person notify the
            Master
            Servicer if a claim is made by a third party with respect to this Trust
            Agreement or the Mortgage Loans which would entitle the Depositor, the
            Securities Administrator or the Trustee, as the case may be, to indemnification
            under this Section 9.12, whereupon the Master Servicer shall assume the
            defense
            of any such claim and pay all expenses in connection therewith, including
            counsel fees and expenses, and promptly pay, discharge and satisfy any
            judgment
            or decree which may be entered against it or them in respect of such
            claim.

           

          
            
               

            

            
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          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, the Servicing Agreements, the Sale Agreements, the Step
            2
            Assignment Agreements 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 or (ii) the Master
            Servicer’s willful malfeasance, bad faith or negligence or by reason of its
            reckless disregard of its duties and obligations under any such agreement;
            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 Certificate
            Account.

           

          ARTICLE
            X

           

          CONCERNING
            THE SECURITIES ADMINISTRATOR

           

          Section
            10.01 Duties
            of the 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.

           

          
            
               

            

            
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          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% 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

           

          (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:

           

          (a) 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;

           

          (b) 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;

           

          
            
               

            

            
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          (c) 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;

           

          (d) 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% 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;

           

          (e) 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;

           

          (f) 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 under this Agreement;

           

          (g) 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;

           

          
            
               

            

            
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          (h) 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
            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; and

           

          (i) in
            no
            event shall the Securities Administrator be liable for special, indirect
            or
            consequential damages.

           

          The
            Securities Administrator shall have no duty (A) to cause 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 cause the provision
            of
            any insurance or (C) to cause 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 Certificate 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 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
            or the
            Master Servicer of any funds paid to the Depositor or the Master Servicer
            in
            respect of the Mortgage Loans or deposited in or withdrawn from the Collection
            Account by the Depositor or the Master Servicer.

           

          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 and the Master Servicer shall be entitled to
            receive,
            together and without duplication, the Combined Master Servicing and Securities
            Administrator Fee. 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 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 Certificate Account.

           

          
            
               

            

            
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          The
            Securities Administrator may retain or withdraw from the Certificate
            Account,
            (i) the Combined Master Servicing and Securities Administrator Fee, (ii)
            amounts
            necessary to reimburse it or the Master Servicer for any previously unreimbursed
            Advances and any Advances the Master Servicer deems to be non-recoverable
            from
            the related Mortgage Loan proceeds, (iii) an aggregate annual amount
            to
            indemnify the Master Servicer and itself for amounts due in accordance
            with this
            Agreement, and (iv) any other amounts which it or the Master Servicer
            is
            entitled to receive hereunder for reimbursement, indemnification or otherwise,
            including the amount to which the Securities Administrator is entitled
            pursuant
            to Section 3.02 hereof. 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 the 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.

           

          
            
               

            

            
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          Any
            successor Securities Administrator (i) may not be an originator, the
            Master
            Servicer, the Servicer, the Depositor or an affiliate of the Depositor
            unless
            the Securities Administrator 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 S&P or
            Moody’s. If no successor Securities Administrator shall have been appointed
            and
            shall have accepted appointment within sixty (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 the 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 sixty (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 thirty (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.

           

          At
            least
            fifteen (15) calendar days prior to the effective date of such resignation,
            the
            Securities Administrator shall provide written notice to the Depositor
            or any
            successor pursuant to this Section 10.07.

           

          If
            at any
            time (i) 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, (ii) 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, (iii)(A) 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 (B) the imposition of such tax would be avoided by the appointment
            of a different Securities Administrator, or (iv) the Securities Administrator
            fails to comply with its obligations under Article XIII and such failure
            is not
            remedied within the lesser of ten (10) calendar days or such period in
            which the
            applicable Exchange Act Report can be timely filed (without taking into
            account
            any extensions), then, in the case of clauses (i) through (iv), 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.

           

          
            
               

            

            
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          The
            Holders of Certificates entitled to at least 51% 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 or is removed
            as
            Securities Administrator under 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 pursuant to Section 9.09.

           

          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.

           

          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 the then current rating of
            the
            Certificates, as confirmed in writing by each Rating Agency and has provided
            to
            the Depositor in writing and in form and substance reasonably satisfactory
            to
            the Depositor, all information reasonably requested by the Depositor
            in order to
            comply with its reporting obligation under Item 6.02 of Form 8-K with
            respect to
            a replacement Securities Administrator.

           

          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 ten (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.

           

          
            
               

            

            
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          Section
            10.09 Merger
            or Consolidation of the 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.

           

          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 Servicers, the Securities Administrator and the
            Trustee
            created hereby with respect to the Trust Fund shall terminate upon the
            earlier
            of: (a) Avelo, at its option, purchasing (the “Avelo
            Call”)
            (or,
            if Avelo is no longer acting as a Servicer of any of the Mortgage Loans,
            the
            Depositor may request the Master Servicer to exercise its option to conduct
            an
            Auction Call for the purchase of) the Mortgage Loans and all other property
            of
            the Trust on a non-recourse basis with no representations or warranties
            of any
            nature whatsoever and the sale of all of the Property of the Trust Fund,
            on or
            after the Initial Optional Termination Date. The Master Servicer shall
            accommodate such request to conduct an Auction Call at its sole discretion.
            The
            Property of the Trust Fund shall be sold by the Trustee as directed by
            the
            Depositor or the Master Servicer to the entity with the highest bid received
            by
            the Master Servicer from closed bids solicited by the Master Servicer
            or its
            designee; provided
            that to
            effectuate such sale, the Master Servicer or its designee shall have
            made
            reasonable efforts to sell all of the property of the Trust Fund for
            its fair
            market value in a commercially reasonable manner and on commercially
            reasonable
            terms, which includes the good faith solicitation of competitive bids
            to
            prospective purchasers that are recognized broker/dealers for assets
            of this
            type; and provided,
            further,
            that (i)
            such sale price shall not be less than the Par Value as certified by
            the
            Depositor, (ii) the Master Servicer receives bids from no fewer than
            three
            prospective purchasers (which may include the Majority Class X
            Certificateholder) and (iii) such sale price shall be deposited with
            the Master
            Servicer prior to the Distribution Date following the month in which
            such value
            is determined; 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. 

           

          
            
               

            

            
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          The
            proceeds of the purchase or sale of such assets of the Trust pursuant
            to the
            Avelo Call or the Auction Call described in Section 11.01 above (other
            than any
            Fair Market Value Excess) will be distributed to the Holders of the Certificates
            in accordance with Section 4.01. Any Fair Market Value Excess shall be
            distributed to the Holders of the Class RC Certificates pursuant to Section
            4.01(d).

           

          Except
            to
            the extent provided above with regard to allocating any Fair Market Value
            Excess
            to the Holders of the Class RC Certificates, the proceeds of such a purchase
            or
            sale will be treated as a prepayment of the Mortgage Loans for purposes
            of
            distributions to Certificateholders. Accordingly, the sale of the Mortgage
            Loans
            and the REO Properties as a result of the exercise of the Avelo Call
            or the
            Auction Call will result in the final distribution on the Certificates
            on that
            Distribution Date.

           

          Section
            11.02 Final
            Distribution on the Certificates.
            If, on
            any Remittance Date, the Servicers notify the Securities Administrator
            that
            there are no Outstanding Mortgage Loans and no other funds or assets
            in the
            Trust Fund other than the funds in the Collection Account, the Securities
            Administrator shall promptly send a Notice of Final Distribution to the
            applicable Certificateholders. If Avelo exercises its option to terminate
            the
            Trust Fund pursuant to clause (a) of Section 11.01, or if an Auction
            Call is
            requested pursuant to clause (b) of such Section, the Master Servicer,
            pursuant
            to the applicable Step 2 Assignment Agreements and by no later than the
            tenth
            (10th)
            day of
            the month of final distribution, shall notify the Trustee, each Servicer
            and the
            Securities Administrator of the final Distribution Date and of the applicable
            sale price of the Mortgage Loans and REO Properties.

           

          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 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 each Rating
            Agency
            at the time such Notice of Final Distribution is given to
            Certificateholders.

           

          
            
               

            

            
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          In
            the
            event the Mortgage Loans (and REO Properties) and all rights and obligations
            under the Servicing Agreements are purchased or sold pursuant to Section
            11.01
            and pursuant to the applicable Step 2 Assignment Agreement, the Master
            Servicer
            on behalf of the Trustee is required thereunder to remit to the Securities
            Administrator the applicable Termination Price on the applicable Remittance
            Date
            immediately preceding the applicable final Distribution Date. Upon such
            final
            deposit with respect to the Trust Fund and the receipt by the Securities
            Administrator and the Custodian of a request for release therefor in
            the form of
Exhibit
            L,
            the
            Master Servicer shall direct the Custodian to release and the Custodian
            shall
            promptly release to the Master Servicer or its designee 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 the Depositor, the Master Servicer,
            the
            Securities Administrator, the Trustee and the Custodian hereunder), in
            each case
            on the final Distribution Date and in the order set forth in Section
            4.01, in
            proportion to their respective Percentage Interests, with respect to
            Certificateholders of the same Class, an amount 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 4.01, and (ii) as to the Residual Certificates, the amount, if
            any,
            which remains on deposit in the Certificate Account after application
            pursuant
            to clause (i) above (other than the amounts retained to meet claims).
            The
            foregoing provisions are intended to distribute to each Class of Regular
            Certificates any accrued and unpaid interest and principal to which they
            are
            entitled based on the Pass-Through Rates and actual Class Principal Balances
            or
            notional principal balances set forth in the Preliminary Statement upon
            liquidation of the Trust Fund.

           

          In
            the
            event that any affected Certificateholders shall not surrender Certificates
            for
            cancellation within six (6) months after the date specified in the above
            mentioned written notice, the Securities Administrator shall give a second
            written notice to the remaining Certificateholders to surrender their
            Certificates for cancellation and receive the final distribution with
            respect
            thereto. If within six months after the second notice all the applicable
            Certificates shall not have been surrendered for cancellation, the Securities
            Administrator may take appropriate steps, or may appoint an agent to
            take
            appropriate steps, to contact the remaining 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 (1)
            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.

           

          Section
            11.03 Additional
            Termination Requirements.
            In the
            event of a Terminating Purchase as provided in Section 11.01, the Trust
            Fund shall be terminated in accordance with the following additional
            requirements, unless the Securities Administrator receives (i) a Special
            Tax Opinion, at the expense of the Purchaser, and (ii) a Special Tax
            Consent from each of the Holders of the Residual Certificates (unless
            the
            Special Tax Opinion specially provides that no REMIC-level tax will result
            from
            the Terminating Purchase):

           

          
            
               

            

            
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          (a) The
            Securities Administrator on behalf of the Trustee shall sell all of the
            assets
            of the Trust Fund to the entity with the highest bid received pursuant
            to the
            Auction Call and, by the next Distribution Date after such sale, shall
            distribute to the Certificateholders the proceeds of such sale in complete
            liquidation of each of the Trust REMICs; and

           

          (b) The
            Securities Administrator shall attach a statement to the final federal
            income
            tax return for each of the Trust REMICs stating that pursuant to Treasury
            Regulations Section 1.860F-1, the first day of the ninety (90) day liquidation
            period for each such Trust REMIC was the date on which the Securities
            Administrator on behalf of the Trustee sold the assets of the Trust Fund
            to the
            entity with the highest bid received pursuant to the Auction Call.

          

            ARTICLE
              XII

             

            MISCELLANEOUS
              PROVISIONS

             

            Section
              12.01 Amendment.
              This
              Agreement may be amended from time to time by the Depositor, the Master
              Servicer, the Securities Administrator, the Custodian and the Trustee
              (and the
              Master Servicer may request an amendment or consent to any amendment
              of a
              Servicing Agreement as directed by the Depositor), without the consent
              of the
              Swap Provider (except to the extent that the rights or obligations
              of the Swap
              Provider hereunder or under the Swap Agreement are affected thereby,
              and except
              to the extent the ability of the Securities Administrator on behalf
              of the
              Supplemental Interest Trust and the Trust Fund to perform fully and
              timely its
              obligations under the Swap Agreement is adversely affected, in which
              case prior
              written consent of the Swap Provider is required) and without the consent
              of any
              of the Certificateholders (i) to cure any ambiguity or mistake, (ii)
              to correct
              any defective provision herein or in the applicable Servicing Agreement,
              or to
              supplement any provision in this Agreement which may be inconsistent
              with any
              other provision herein or in the applicable Servicing Agreement, (iii)
              to add to
              the duties of the Depositor, or the Trustee (or with respect to the
              applicable
              Servicing Agreement, of the applicable Servicer) the Master Servicer,
              the
              Securities Administrator or the Custodian, (iv) to add any other provisions
              with
              respect to matters or questions arising hereunder or under the applicable
              Servicing Agreement, or (v) to modify, alter, amend, add to or rescind
              any of
              the terms or provisions contained in this Agreement or in the applicable
              Servicing 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 be an expense of
              the
              requesting party, but in any case shall not be an expense of the Trustee,
              the
              Master Servicer, the Securities Administrator, the Custodian or the
              Trust Fund,
              and shall be addressed to the foregoing entities), adversely affect
              in any
              material respect the interests of any Certificateholder; provided,
              further,
              that
              the amendment 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. The Trustee, the Depositor, the Custodian,
              the
              Securities Administrator and the Master Servicer also may at any time
              and from
              time to time amend this Agreement (and the Master Servicer shall request
              the
              Servicers amend the applicable Servicing Agreements), without the consent
              of the
              Swap Provider (except to the extent that the rights or obligations
              of the Swap
              Provider hereunder or under the Swap Agreement are affected thereby,
              and except
              to the extent the ability of the Securities Administrator on behalf
              of the
              Supplemental Interest Trust and the Trust Fund to perform fully and
              timely its
              obligations under the Swap Agreement is adversely affected, in which
              case prior
              written consent of the Swap Provider is required) and without the consent
              of the
              Certificateholders, 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 Trust REMIC under the REMIC Provisions, (ii) avoid or minimize
              the risk of
              the imposition of any tax on any Trust REMIC 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.

             

            
              
                 

              

              
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            This
              Agreement may also be amended from time to time by the Depositor, the
              Master
              Servicer, the Custodian, the Securities Administrator and the Trustee
              (and the
              Master Servicer shall consent to any amendment to the applicable Servicing
              Agreement as directed by the Depositor), without the consent of the
              Swap
              Provider (except to the extent that the rights or obligations of the
              Swap
              Provider hereunder or under the Swap Agreement are affected thereby,
              and except
              to the extent the ability of the Securities Administrator on behalf
              of the
              Supplemental Interest Trust and the Trust Fund to perform fully and
              timely its
              obligations under the Swap Agreement is adversely affected, in which
              case prior
              written consent of the Swap Provider is required) and 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%, or (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.

             

            Notwithstanding
              any contrary provision of this Agreement, the Trustee and the Master
              Servicer
              shall not consent to any amendment to this Agreement or any Servicing
              Agreement
              unless (i) each 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 Trust REMIC or the Certificateholders or cause any Trust REMIC
              to fail to
              qualify as a REMIC 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 a
              Servicer under the applicable Servicing Agreement, any Certificate
              beneficially
              owned by the Depositor or any of its Affiliates or by the Seller or
              any of its
              Affiliates 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 or any Servicing
              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 Custodian, the Master
              Servicer
              or the Securities Administrator to enter into an amendment which modifies
              its
              obligations or liabilities without its consent and in all cases without
              receiving an Opinion of Counsel (which Opinion shall not be an expense
              of the
              Trustee, the Custodian, the Master Servicer, the Securities Administrator
              or the
              Trust Fund), satisfactory to the Trustee, the Master Servicer or the
              Securities
              Administrator, as applicable, that (i) such amendment is permitted
              and is not
              prohibited by this Agreement or the applicable Servicing Agreement
              and that all
              requirements for amending this Agreement or such Servicing 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 Trustee’s consent to, or the Master Servicer’s request for, any amendment of
              any Servicing Agreement pursuant to the terms of this Section 12.01,
              such
              Servicing Agreement cannot be amended without the consent of the applicable
              Servicer. Neither the Master Servicer nor the Trustee shall be responsible
              for
              any failure by such Servicer to consent to any amendment to the applicable
              Servicing 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 properties subject to the Mortgages are situated,
              and in any
              other appropriate public recording office or elsewhere, such recordation
              shall
              be caused to be effected by the Depositor at the expense of the Trust,
              but only
              if an Opinion of Counsel to the effect that such recordation materially
              and
              beneficially affects the interests of the Certificateholders is delivered
              to the
              Depositor.

             

            
              
                 

              

              
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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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
              LAWS OF THE
              STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
              (OTHER
              THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS,
              RIGHTS
              AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
              WITH
              SUCH LAWS.

             

            Section
              12.04 Intention
              of Parties.
              It is
              the express intent of the parties hereto that the conveyance (i) of
              the Mortgage
              Loans by the Depositor and (ii) of the Trust Fund by the Depositor
              to the
              Trustee each be, and be construed as, an absolute sale thereof. It
              is, further,
              not the intention of the parties that such conveyances be deemed a
              pledge
              thereof. However, in the event that, notwithstanding the intent of
              the parties,
              such assets are held to be the property of the Depositor, or if for
              any other
              reason this Agreement is held or deemed to create a security interest
              in either
              of such assets, then (i) this Agreement shall be deemed to be a security
              agreement within the meaning of the Uniform Commercial Code of the
              State of New
              York and (ii) the conveyances provided for in this Agreement shall
              be deemed to
              be an assignment and a grant by the Depositor to the Trustee, for the
              benefit of
              the Certificateholders, of a security interest in all of the assets
              transferred,
              whether now owned or hereafter acquired.

             

            The
              Depositor, for the benefit of the Certificateholders, shall, to the
              extent
              consistent with this Agreement, take such actions as may be necessary
              to ensure
              that, if this Agreement were deemed to create a security interest in
              the Trust
              Fund, such security interest would be deemed to be a perfected security
              interest
              of first priority under applicable law and will be maintained as such
              throughout
              the term of the Agreement. The Depositor shall arrange for filing any
              Uniform
              Commercial Code continuation statements in connection with any security
              interest
              granted or assigned to the Trustee for the benefit of the
              Certificateholders.

             

            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:

             

            (i) Any
              material change or amendment to this Agreement;

             

            (ii) The
              occurrence of any Event of Default that has not been cured;

             

            (iii) The
              resignation or termination of a Servicer, Master Servicer, Securities
              Administrator or the Trustee and the appointment of any successor;

             

            
              
                 

              

              
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            (iv) The
              repurchase or substitution of Mortgage Loans pursuant to this Agreement
              or the
              Sale Agreements; and

             

            (v) 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:

             

            (vi) Each
              report to Certificateholders described in Section 4.02.

             

            (vii) The
              Servicer’s annual statement of compliance and the accountant’s report described
              in the Servicing Agreements; and

             

            (viii) Any
              notice of a purchase of a Mortgage Loan pursuant to this Agreement
              and any Sale
              Agreement.

             

            (c) All
              directions, demands and notices hereunder shall be in writing and shall
              be
              deemed to have been duly given when delivered to: (a) in the case of
              the
              Depositor, the Purchaser, to Goldman, Sachs & Co., 85 Broad Street, New
              York, New York 10004, Attention: President (telecopy number (212) 902-3000
              and
              email addresses: howard.altarescu@gs.com and melkizedeck.okudo@gs.com),
              or such
              other address as may be hereafter furnished to the Securities Administrator
              by
              the Depositor in writing; (b) in the case of Avelo, to Avelo Mortgage,
              L.L.C.,
              600 E. Las Colinas Boulevard, Suite 620, Irving, Texas 75039, Attention:
              President and General Counsel, or such other address as may be hereafter
              furnished to the Depositor and the Securities Administrator by Avelo
              in writing;
              (c) in the case of GreenPoint, to GreenPoint Mortgage Funding, Inc.,
              100 Wood
              Hollow Drive, Novato, California 94945, Attention: Susan Davia, or
              such other
              address as may be hereafter furnished to the Depositor and the Securities
              Administrator by GreenPoint in writing; (d) in the case of the Trustee
              or the
              Securities Administrator to its Corporate Trust Office, or such other
              address as
              the Trustee or the Securities Administrator may hereafter furnish to
              the
              Depositor; (e) in the case of the Master Servicer and the Securities
              Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland
              21046,
              Attention: GPMF 2006-OH1, or such other address as may be hereafter
              furnished to
              the Depositor and the Securities Administrator by the Master Servicer
              in
              writing; (i) in the case of Deutsche Bank, Deutsche Bank National Trust
              Company,
              1761 East St. Andrew Place, Santa Ana, California 92705, Attention:
              Trust
              Administration - GS06O1; (f) (m) in the case of the Swap Provider,
              to the
              related Swap Provider addressed to it at the address specified in the
              Interest
              Rate Swap Agreement or at any other address previously furnished in
              writing to
              the Trust by the related Swap Provider; and (g) 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.

             

            
              
                 

              

              
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            Section
              12.07 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.

             

            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% 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 sixty (60) days after its receipt
              of such
              notice, request and offer of indemnity shall have neglected or refused
              to
              institute any such action, suit or proceeding; it being understood
              and intended,
              and being expressly covenanted by each Certificateholder with every
              other
              Certificateholder and the Trustee, that no one or more Holders of Certificates
              shall have any right in any manner whatever by virtue or by availing
              itself or
              themselves of any provisions of this Agreement to affect, disturb or
              prejudice
              the rights of the Holders of any other of the Certificates, or to obtain
              or seek
              to obtain priority over or preference to any other such Holder or to
              enforce any
              right under this Agreement, except in the manner herein provided and
              for the
              common benefit of all Certificateholders. For the protection and enforcement
              of
              the provisions of this Section 12.07, each and every Certificateholder
              and the
              Trustee shall be entitled to such relief as can be given either at
              law or in
              equity.

             

            Section
              12.08 Certificates
              Nonassessable and Fully Paid.
              It is
              the intention of the Depositor that Certificateholders shall not be
              personally
              liable for obligations of the Trust Fund, that the interests in the
              Trust Fund
              represented by the Certificates shall be nonassessable for any reason
              whatsoever, and that the Certificates, upon due authentication thereof
              by the
              Trustee pursuant to this Agreement, are and shall be deemed fully
              paid.

             

            Section
              12.09 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.

             

            
              
                 

              

              
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            Section
              12.10 Intended
              Third-Party Beneficiary.
              

             

            The
              Swap
              Provider shall
              receive the benefit of the provisions of this Agreement as an intended
              third-party beneficiary.

             

            ARTICLE
              XIII

             

            EXCHANGE
              ACT REPORTING 


             

            Section
              13.01 Filing
              Obligations.

             

            The
              Master Servicer and the Securities Administrator shall deliver (and
              the Master
              Servicer and Securities Administrator shall each cause any Additional
              Servicer
              engaged by it to deliver) to the Depositor and the Securities Administrator
              on
              or before March 15 of each year, commencing in March 2007, an officer’s
              certificate stating, as to the signer thereof, that (i) a review of
              such party’s
              activities during the preceding calendar year or portion thereof and
              of such
              party’s performance under this Agreement, or such other applicable agreement
              in
              the case of an Additional Servicer, has been made under such officer’s
              supervision and (ii) to the best of such officer’s knowledge, based on such
              review, such party has fulfilled all its obligations under this Agreement,
              or
              such other applicable agreement in the case of an Additional Servicer,
              in all
              material respects throughout such year or portion thereof, or, if there
              has been
              a failure to fulfill any such obligation in any material respect, specifying
              each such failure known to such officer and the nature and status thereof.
              Promptly after receipt of each such officer’s certificate, the Depositor shall
              review such officer’s certificate and consult with each such party, as
              applicable, as to the nature of any failures by such party, in the
              fulfillment
              of any of such party’s obligations hereunder or, in the case of an Additional
              Servicer, under such other applicable agreement.

             

            The
              Master Servicer shall enforce any obligation of the Servicers, to the
              extent set
              forth in the related Servicing Agreement, to deliver to the Master
              Servicer an
              annual statement of compliance within the time frame set forth in,
              and in such
              form and substance as may be required pursuant to, the related Servicing
              Agreement The Master Servicer shall include such annual statements
              of compliance
              with its own annual statement of compliance to be submitted to the
              Securities
              Administrator pursuant to this Section.

             

            The
              Securities Administrator shall promptly file, and exercise its reasonable
              best
              efforts to obtain a favorable response to, no-action requests, or other
              appropriate exemptive relief with the Commission seeking the usual
              and customary
              exemption from such reporting requirements granted to issuers of securities
              similar to the Certificates if and to the extent the Depositor shall
              deem any
              such relief to be necessary or appropriate. Unless otherwise advised
              by the
              Depositor, the Securities Administrator shall assume that the Depositor
              is in
              compliance with the preceding sentence. In no event shall the Securities
              Administrator have any liability for the execution or content of any
              document
              required to be filed by the Exchange Act. The Depositor agrees to promptly
              furnish to the Securities Administrator, from time to time upon request,
              such
              further information, reports, and financial statements within its control
              related to the Trust Agreement and the Mortgage Loans as the Depositor
              reasonably deems appropriate to prepare and file all necessary Exchange
              Act
              Reports with the Commission.

             

            
              
                 

              

              
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            Section
              13.02 Form
              8-K Filings.

             

            The
              Depositor shall prepare or cause to be prepared the initial current
              report on
              Form 8-K. Thereafter within four Business Days after the occurrence
              of an event
              requiring disclosure in a current report on Form 8-K (each such event,
              a
“Reportable Event”), and if requested by the Depositor, the Master Servicer
              shall sign on behalf of the Depositor and the Securities Administrator
              shall
              prepare and file with the Commission any Form 8-K, as required by the
              Exchange
              Act. 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 this Section and the Securities Administrator
              shall 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.


             

            As
              set
              forth on Exhibit M hereto, for so long as the Trust is subject to the
              Exchange
              Act reporting requirements, no later than the end of business on the
              second
              Business Day after the occurrence of a Reportable Event (i) certain
              parties to
              the GreenPoint Mortgage Funding Trust 2006-OH1 Mortgage Pass-Through
              Certificates, Series 2006-OH1 transaction shall be required to provide
              to the
              Securities Administrator and Depositor, to the extent known, in form
              compatible
              with the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”),
              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 shall approve, as to form and
              substance, or
              disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
              Information. The Depositor shall 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. 

             

            After
              preparing the Form 8-K, the Securities Administrator shall forward
              electronically a draft copy of the Form 8-K to the Depositor for review.
              No
              later than 12:00 noon New York City time on the fourth Business Day
              after the
              Reportable Event, a duly authorized representative of the Master Servicer
              in
              charge of the master servicing function shall sign the Form 8-K and
              return such
              signed Form 8-K to the Securities Administrator, and no later than
              5:00 p.m. New
              York City time on such Business Day the Securities Administrator shall
              file such
              Form 8-K with the Commission. 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
              shall follow the procedures set forth in Section 13.05. Promptly (but
              no later
              than one Business Day) after filing with the Commission, the Securities
              Administrator shall make available on its internet website (located
              at
              www.ctslink.com) a final executed copy of each Form 8-K prepared by
              the
              Securities Administrator. The signing party at the Master Servicer
              can be
              contacted at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951,
              Attention:
              Corporate Trust, GPMF 2006-OH1. The parties to this Agreement acknowledge
              that
              the performance by the Securities Administrator of its duties under
              this Section
              related to the timely preparation and filing of Form 8-K is contingent
              upon such
              parties strictly observing all applicable deadlines in the performance
              of their
              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 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.

             

            
              
                 

              

              
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            Section
              13.03 Form
              10-D Filings.

             

            Within
              fifteen days after each Distribution Date (subject to permitted extensions
              under
              the Exchange Act), the Securities Administrator shall prepare and file
              with the
              Commission (and the Master Servicer shall sign on behalf of the Depositor)
              any
              distribution report on 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 shall have no duty or liability
              for
              any failure hereunder to determine or prepare any Additional Form 10-D
              Disclosure, except as set forth in this Section.

             

            As
              set
              forth on Exhibit N hereto, within five calendar days after the related
              Distribution Date, (i) certain parties to the GreenPoint Mortgage Funding
              Trust
              2006- OH1 Mortgage Pass-Through Certificates, Series 2006- OH1 transaction
              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 shall 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 any Additional
              Form
              10-D Disclosure on Form 10-D pursuant to this Section.

             

            After
              preparing the Form 10-D, the Securities Administrator shall forward
              electronically a draft copy of the Form 10-D to the Depositor for review.
              No
              later than two Business Days following the tenth calendar day after
              the related
              Distribution Date, a duly authorized representative of the Master Servicer
              in
              charge of the master servicing function shall sign the Form 10-D and
              return such
              signed Form 10-D to the Securities Administrator and Depositor, and
              no later
              than 5:00 p.m. New York City time on the fifteenth calendar day after
              such
              Distribution Date the Securities Administrator shall file such Form
              10-D with
              the Commission. 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 shall follow
              the
              procedures set forth in Section 13.05. Promptly (but no later than
              one Business
              Day) after filing with the Commission, the Securities Administrator
              shall make
              available on its internet website (located at www.ctslink.com) a final
              executed
              copy of each Form 10-D prepared by the Securities Administrator. The
              signing
              party at the Master Servicer can be contacted at 9062 Old Annapolis
              Road,
              Columbia, Maryland 21045-1951, Attention: Corporate Trust, GPMF 2006-OH1.
              Each
              party to this Agreement acknowledges that the performance by the Securities
              Administrator of its duties under this Section related to the timely
              preparation
              and filing of Form 10-D is contingent upon such parties strictly observing
              all
              applicable deadlines in the performance of their duties under this
              Section. The
              Securities Administrator shall have no liability for any loss, expense,
              damage
              or claim arising out of or with respect to any failure to properly
              prepare
              and/or timely file such Form 10-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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            Form
              10-D
              requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
              filed all reports required to be filed by Section 13 or 15(d) of the
              Exchange
              Act during the preceding 12 months (or for such shorter period that
              the
              registrant was required to file such reports), and (2) has been subject
              to such
              filing requirements for the past 90 days.” The Depositor hereby represents to
              the Securities Administrator that the Depositor has filed all such
              required
              reports during the preceding 12 months and that it has been subject
              to such
              filing requirement for the past 90 days. The Depositor shall notify
              the
              Securities Administrator in writing, no later than the fifth calendar
              day after
              the related Distribution Date with respect to the filing of a report
              on Form
              10-D if the answer to the questions should be no. The Securities Administrator
              shall be entitled to rely on such representations in preparing, executing
              and/or
              filing any such report.

             

            Section
              13.04 Form
              10-K Filings.

             

            Within
              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 ends on December 31 of
              each year),
              commencing in March 2007, the Securities Administrator shall prepare
              and file on
              behalf of the Depositor an annual report on 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
              and
              the related Servicing Agreement: (i) an annual compliance statement
              for each
              Servicer, each Additional Servicer, the Master Servicer and the Securities
              Administrator (each, a “Reporting Servicer”) as described under Section 13.01,
              (ii)(A) the annual reports on assessment of compliance with servicing
              criteria
              for each Reporting Servicer, as described under this Section 13.04
              and Section
              13.07, and (B) if each Reporting Servicer’s report on assessment of compliance
              with servicing criteria described under Section 13.07 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 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
              13.07, and (B) if any registered public accounting firm attestation
              report
              described under Section 13.07 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 13.06. Any disclosure or information in addition
              to the
              disclosure or information specified in items (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 shall have
              no duty or
              liability for any failure hereunder to determine or prepare any Additional
              Form
              10-K Disclosure, except as set forth in this Section 13.04. 

             

            
              
                 

              

              
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            As
              set
              forth on Exhibit O hereto, no later than March 1 of each year that
              the Trust is
              subject to the Exchange Act reporting requirements, commencing in 2007,
              (i)
              certain parties to the GreenPoint Mortgage Funding Trust 2006-OH1 Mortgage
              Pass-Through Certificates, Series 2006-OH1 transaction 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
              shall
              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
              shall 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.

             

            After
              preparing the Form 10-K, the Securities Administrator shall forward
              electronically a draft copy of the Form 10-K to the Depositor for review.
              No
              later than 12:00 noon New York City time on the fourth Business Day
              prior to the
              10-K Filing Deadline, a senior officer of the Depositor shall sign
              the Form 10-K
              and return such signed Form 10-K 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 shall follow the procedures set forth
              in Section
              13.05. Promptly (but no later than one Business Day) after filing with
              the
              Commission, the Securities Administrator shall make available on its
              internet
              website located at (located at www.ctslink.com) a final executed copy
              of each
              Form 10-K prepared by the Securities Administrator. The parties to
              this
              Agreement acknowledge that the performance by the Securities Administrator
              of
              its duties under this Section related to the timely preparation and
              filing of
              Form 10-K is contingent 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 13.04, Section 13.06,
              Section
              13.01, and Section 13.07. 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.

             

            Form
              10-K
              requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
              filed all reports required to be filed by Section 13 or 15(d) of the
              Exchange
              Act during the preceding 12 months (or for such shorter period that
              the
              registrant was required to file such reports), and (2) has been subject
              to such
              filing requirements for the past 90 days.” The Depositor hereby represents to
              the Securities Administrator that the Depositor has filed all such
              required
              reports during the preceding 12 months and that it has been subject
              to such
              filing requirement for the past 90 days. The Depositor shall notify
              the
              Securities Administrator in writing, no later than March 15th if the
              answer to
              the questions should be no. The Securities Administrator shall be entitled
              to
              rely on such representations in preparing, executing and/or filing
              any such
              report.

             

            
              
                 

              

              
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            Section
              13.05 Form
              15 Filing.

             

            Prior
              to
              January 30 of the first year in which the Securities Administrator
              is able to do
              so under applicable law, the Master Servicer shall sign and 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.


             

            In
              the
              event that the Securities Administrator becomes aware that it will
              be 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 shall immediately notify the Depositor. In the case of
              Form 10-D
              and 10-K, the parties to this Agreement shall cooperate and cause such
              other
              Servicers or Servicing Function Participants, as applicable, to 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 shall, 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 10-D or 10-K needs to be amended, the Securities Administrator
              shall
              notify the Depositor and prepare any necessary 10-DA or 10-KA. Any
              Form 15, Form
              12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly
              authorized
              representative of the Master Servicer in charge of the master servicing
              function. Any amendment to Form 10-K shall be signed by the Depositor.
              The
              parties to this Agreement acknowledge that the performance by the Securities
              Administrator of its duties under this Section 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
              or 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 receive on a timely basis, any information
              from or on
              behalf of 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.

             

            Section
              13.06 Sarbanes-Oxley
              Certification.

             

            Each
              Form
              10-K shall include a Sarbanes-Oxley Certification, required to be included
              therewith pursuant to the Sarbanes-Oxley Act. Each Servicer, the Securities
              Administrator and the Master Servicer shall cause any Servicing Function
              Participant engaged by it to provide to the Person who signs the Sarbanes-Oxley
              Certification (the “Certifying Person”), by March 15 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”), in the form attached hereto as Exhibit J-1 (in the
              case of the Master Servicer) and Exhibit J-2 (in the case of the Securities
              Administrator), upon which the Certifying Person, the entity for which
              the
              Certifying Person acts as an officer, and such entity’s officers, directors and
              Affiliates (collectively with the Certifying Person, “Certification Parties”)
              can reasonably rely. The senior officer of the Depositor shall serve
              as the
              Certifying Person on behalf of the Trust. 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 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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            The
              Master Servicer shall enforce any obligation of the Servicers, to the
              extent set
              forth in the related Servicing Agreement, to deliver to the Master
              Servicer a
              certification similar to the Back-Up Certification within the time
              frame set
              forth in, and in such form and substance as may be required pursuant
              to, the
              related Servicing Agreement.

             

            Section
              13.07 Report
              on Assessment of Compliance and Attestation.

             

            (a) On
              or
              before March 15th of each calendar year, commencing in 2007:

             

            (1) Each
              of
              the Master Servicer, the Securities Administrator and the Custodian
              shall
              deliver to the Depositor and the Securities Administrator a report
              regarding the
              Master Servicer’s, the Securities Administrator’s or Custodian’s, as applicable,
              assessment of compliance with the Servicing Criteria applicable to
              it during the
              immediately preceding calendar year, as required under Rules 13-A-18
              and 15d-18
              of the Exchange Act and Item 1122 of Regulation AB; provided,
              however,
              the
              Securities Administrator and Custodian shall deliver such report until
              a Form 15
              is filed pursuant to Section 13.06. Such report shall be signed by
              an authorized
              officer of such Person and shall address each of the Servicing Criteria
              applicable to it identified in Exhibit
              K
              hereto
              delivered to the Depositor concurrently with the execution of this
              Agreement. To
              the extent any of the Servicing Criteria so specified are not applicable
              to such
              Person, with respect to asset-backed securities transactions taken
              as a whole
              involving such Person and that are backed by the same asset type backing
              the
              Certificates, such report shall include such a statement to that effect.
              The
              Depositor and its respective officers and directors shall be entitled
              to rely on
              upon each such servicing criteria assessment.

             

            (2) Each
              of
              the Master Servicer, the Securities Administrator and the Custodian
              shall
              deliver to the Depositor, the Securities Administrator and the Master
              Servicer a
              report of a registered public accounting firm that attests to, and
              reports on,
              the assessment of compliance made by Master Servicer, the Securities
              Administrator or the Custodian, as applicable, and delivered pursuant
              to the
              preceding paragraphs. Such attestation shall be in accordance with
              Rules
              1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
              the
              Exchange Act, including, without limitation that in the event that
              an overall
              opinion cannot be expressed, such registered public accounting firm
              shall state
              in such report why it was unable to express such an opinion. Such report
              must be
              available for general use and not contain restricted use language.
              To the extent
              any of the Servicing Criteria are not applicable to such Person, with
              respect to
              asset-backed securities transactions taken as a whole involving such
              Person and
              that are backed by the same asset type backing the Certificates, such
              report
              shall include such a statement to that effect.

             

            
              
                 

              

              
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            (3) The
              Master Servicer shall cause each Servicer and Reporting Subcontractor
              to deliver
              to the Depositor an assessment of compliance and accountant’s attestation as and
              when provided in paragraphs (a) and (b) of this Section 13.07.

             

            (4) The
              Securities Administrator shall cause each Reporting Subcontractor under
              its
              employ, if any, to deliver to the Depositor and the Master Servicer
              an
              assessment of compliance and accountant’s attestation as and when provided in
              paragraphs (a) and (b) of this Section.

             

            (b) Each
              assessment of compliance provided by the Securities Administrator,
              the Master
              Servicer or the Custodian pursuant to Section 13.07(a)(2) shall address
              each of
              the Servicing Criteria applicable to it specified on a Exhibit
              K
              hereto
              delivered to the Depositor concurrently with the execution of this
              Agreement or,
              in the case of a securities administrator, master servicer or custodian
              subsequently appointed as such, on or prior to the date of such appointment.
              An
              assessment of compliance provided by a Subcontractor pursuant to Section
              13.07(a)(3) or (4) need not address any elements of the Servicing Criteria
              other
              than those specified pursuant to Section 13.07(a)(1).

             

            Section
              13.08 Use
              of
              Subservicers and Subcontractors.

             

            (a) The
              Master Servicer shall cause any subservicer used by the Master Servicer
              and
              shall cause each Servicer to cause any subservicer used by such servicer
              for the
              benefit of the Depositor to comply with the provisions of this Article
              XIII to
              the same extent as if such Servicer or subservicer were the Master
              Servicer
              (except with respect to the Master Servicer’s duties with respect to preparing
              and filing any Exchange Act Reports or as the Certifying Person). The
              Master
              Servicer shall be responsible for obtaining from each Servicer and
              subservicer
              and delivering to the Depositor any servicer compliance statement required
              to be
              delivered by such Servicer or subservicer pursuant to the second paragraph
              of
              Section 13.04, any assessment of compliance and attestation required
              to be
              delivered by such Servicer or subservicer under Section 13.07 and any
              certification required to be delivered to the Certifying Person under
              Section
              13.05 as and when required to be delivered.

             

            (b) It
              shall
              not be necessary for the Master Servicer, any Servicer, any subservicer
              or the
              Securities Administrator to seek the consent of the Depositor or any
              other party
              hereto to the utilization of any Subcontractor. The Master Servicer
              or the
              Securities Administrator, as applicable, shall promptly upon request
              provide to
              the Depositor (or any designee of the Depositor, such as the Master
              Servicer or
              administrator) a written description (in form and substance satisfactory
              to the
              Depositor) of the role and function of each Subcontractor utilized
              by such
              Person (or in the case of the Master Servicer, any Servicer or any
              subservicer),
              specifying (i) the identity of each such Subcontractor, (ii) which
              (if any) of
              such Subcontractors are “participating in the servicing function” within the
              meaning of Item 1122 of Regulation AB, and (iii) which elements of
              the Servicing
              Criteria will be addressed in assessments of compliance provided by
              each
              Subcontractor identified pursuant to clause (ii) of this paragraph.

             

            
              
                 

              

              
                88

                
                  

                

              

              
                 

              

            

            As
              a
              condition to the utilization of any Subcontractor determined to be
              a Reporting
              Subcontractor, the Master Servicer or the Securities Administrator,
              as
              applicable, shall cause any such Subcontractor used by such Person
              (or in the
              case of the Master Servicer, any Servicer or any subservicer) for the
              benefit of
              the Depositor to comply with the provisions of Sections 13.07 of this
              Agreement
              to the same extent as if such Subcontractor were the Master Servicer
              (except
              with respect to the Master Servicer’s duties with respect to preparing and
              filing any Exchange Act Reports or as the Certifying Person) or the
              Securities
              Administrator, as applicable. The Master Servicer or the Securities
              Administrator, as applicable, shall be responsible for obtaining from
              each
              Subcontractor and delivering to the Depositor and the Master Servicer,
              any
              assessment of compliance and attestation required to be delivered by
              such
              Subcontractor under Section 13.07, in each case as and when required
              to be
              delivered.

             

            *
              * * * *
              * *

            


            
              
                 

              

              
                89

                
                  

                

              

              
                 

              

            

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

             

            GS
              MORTGAGE SECURITIES CORP.,

            as
              Depositor

             

            By: 
              /s/
              M.
              Gill     

            Name:
              M.
              Gill

            Title:
              Vice President 

             

            WELLS
              FARGO BANK, N.A., 

            as
              Master
              Servicer 

             

            By: 
              /s/
              Patricia M.F. Russo   

            Name:
              Patricia M.F. Russo

            Title:
              Vice President 

             

            WELLS
              FARGO BANK, N.A., 

            as
              Securities Administrator 

             

            By: 
              /s/
              Patricia M.F. Russo   

            Name:
              Patricia M.F. Russo

            Title:
              Vice President

             

            DEUTSCHE
              BANK NATIONAL TRUST COMPANY, solely in its capacity as Trustee and
              not in its
              individual capacity

             

            By: 
              /s/
              Karlene Benvenuto    

            Name:
              Karlene Benvenuto

            Title:
              Authorized Signer 


             

            By: 
              /s/
              Ronaldo Reyes    

            Name:
              Ronaldo Reyes

            Title:
              Vice President

             

            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            

            DEUTSCHE
              BANK NATIONAL TRUST COMPANY, solely in its capacity as Custodian and
              not in its
              individual capacity

             

            By: 
              /s/
              Karlene Benvenuto    

            Name:
              Karelene Benvenuto

            Title:
              Authorized Signer 


             

            By: 
              /s/
              Ronaldo Reyes    

            Name:
              Ronaldo Reyes

            Title:
              Vice President

             

            


             

            Solely
              for purposes of Sections 9.03(b) and 11.01

            accepted
              and agreed to by: 

             

            AVELO
              MORTGAGE, L.L.C.

             

            By: 
              /s/
              J.
              Weston Moffett    

            Name:
              J.
              Weston Moffett

            Title:
              President 

             

            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            

            SCHEDULE
              I


             

            Mortgage
              Loan Schedule

             

            [On
              File
              with the Securities Administrator as provided by the Depositor]

             

            
              
                 

              

              
                S-I-1

                
                  

                

              

              
                 

              

            

          

        

      

      
        EXHIBIT
          A

         

        FORMS
          OF
          CLASS A CERTIFICATES AND CLASS M CERTIFICATES

         

        (CLASS
          A-1, CLASS A-2, CLASS A-3, CLASS M-1, CLASS M-2, CLASS M-3, CLASS M-4,
          CLASS
          M-5, CLASS M-6, CLASS M-7 AND CLASS M-8)

         

        
          
             

          

          
            A-1

            
              

            

          

          
             

          

        

        EXHIBIT
          B

         

        FORM
          OF
          CLASS P CERTIFICATES

         

        
          
             

          

          
            B-1

            
              

            

          

          
             

          

        

        EXHIBIT
          C

         

        FORMS
          OF
          CLASS R, CLASS RC AND CLASS RX CERTIFICATES

         

        
          
             

          

          
            C-1

            
              

            

          

          
             

          

        

        EXHIBIT
          D


         

        FORM
          OF
          CLASS X CERTIFICATES

         

        
          
             

          

          
            D-1

            
              

            

          

          
             

          

        

        EXHIBIT
          E


         

        FORM
          OF
          INITIAL CERTIFICATION OF CUSTODIAN


         

        [date]

         

        [Depositor]

         

        [Trustee]

         

        _____________________

         

        _____________________

         

        
          	 	
                  Re:

                	
                  Master
                    Servicing and Trust Agreement, dated as of December 1, 2006 (the
                    “Agreement”), among GS Mortgage Securities Corp., as depositor (the
                    “Depositor”), Deutsche Bank National Trust Company, as trustee (in such
                    capacity, the “Trustee”) and as custodian (the “Custodian”) and Wells
                    Fargo Bank, N.A., as master servicer (in such capacity, the
                    “Master Servicer”)
                    and securities administrator (in such capacity, the
                    “Securities Administrator”)

                


        

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Master Servicing and
          Trust
          Agreement (the “Trust
          Agreement”),
          the
          undersigned, as Custodian, for each Mortgage Loan listed in the Mortgage
          Loan
          Schedule for which the undersigned is specified as the Custodian (other
          than any
          Mortgage Loan listed in the attached exception report), it has
          received:

         

        (i) the
          original Mortgage Note, endorsed as provided in the following form: “Pay to the
          order of ________, without recourse”; and

         

        (ii) except
          with respect to a MERS Loan, an executed Assignment of 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 Trust Agreement.
          The Custodian makes no representations as to: (i) the validity, legality,
          sufficiency, enforceability, recordability 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 collectibility,
          insurability, effectiveness or suitability of any such Mortgage Loan or
          the
          perfection or priority of any Mortgage. 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.

         

        
          
             

          

          
            E-1

            
              

            

          

          
             

          

        

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the Trust Agreement.

         

        DEUTSCHE
          BANK NATIONAL TRUST

        COMPANY,
          not in its individual capacity, but solely as Custodian

         

        By:_________________________________

         

        Name:_______________________________

         

        Title:________________________________

         

        
          
             

          

          
            E-2

            
              

            

          

          
             

          

        

      

      
        EXHIBIT
          F


         

        FORM
          OF
          DOCUMENT CERTIFICATION

        AND
          EXCEPTION REPORT OF CUSTODIAN


         

        [date]

         

        [Depositor]

         

        [Trustee]

         

        _____________________

         

        _____________________

         

        
          	 	
                  Re:

                	
                  Master
                    Servicing and Trust Agreement, dated as of December 1, 2006 (the
                    “Agreement”), among GS Mortgage Securities Corp., as depositor (the
                    “Depositor”), Deutsche Bank National Trust Company, as trustee (in such
                    capacity, the “Trustee”) and as custodian (the “Custodian”) and Wells
                    Fargo Bank, N.A., as master servicer (in such capacity, the
                    “Master Servicer”)
                    and securities administrator (in such capacity, the
                    “Securities Administrator”)

                


        

         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Master Servicing and
          Trust
          Agreement (the “Trust
          Agreement”),
          the
          undersigned, as Custodian, hereby certifies, subject to any exceptions
          listed on
          the exception report attached hereto, that as to each Mortgage Loan listed
          in
          the Mortgage Loan Schedule for which the undersigned is specified as the
          Custodian (other than any Mortgage Loan paid in full or listed on the attached
          exception report) it has received:

         

        (a) the
          original Mortgage Note, endorsed without recourse in blank by the last
          endorsee,
          including all intervening endorsements showing a complete chain of endorsement
          from the originator to the last endorsee;

         

        (b) the
          original Assignment of Mortgage in blank, unless the Mortgage Loan is a
          MERS
          Loan;

         

        (c) personal
          endorsement and/or guaranty agreements executed in connection with all
          non
          individual Mortgage Loans (corporations, partnerships, trusts, estates,
          etc. (if
          provided);

         

        (d) the
          related original Mortgage and evidence of its recording or a certified
          copy of
          the Mortgage with evidence of recording thereof;

         

        
          
             

          

          
            F-1

            
              

            

          

          
             

          

        

        (e) except
          with respect to a MERS Loan, originals of any intervening Mortgage assignment
          or
          certified copies in either case evidencing recording; provided
          that the
          assignment may be in the form of a blanket assignment or assignments, a
          copy of
          which with evidence of recording shall be acceptable;

         

        (f) if
          provided, originals of all assumption, modification, agreements or certified
          copies thereof, in either case with evidence of recording if required to
          maintain the lien of the mortgage or if otherwise required, or, if recordation
          is not required, an original or copy of the agreement;

         

        (g) an
          original or copy of a title insurance policy, a certificate of title, or
          attorney’s opinion of title and abstract of title;

         

        (h) to
          the
          extent applicable, (1) an original power of attorney, or a certified copy
          thereof, in either case with evidence of recordation if the document to
          which
          such power of attorney relates is recorded, and (2) if provided, an original
          or
          copy of any surety agreement or guaranty agreement;

         

        (i) for
          each
          Mortgage Loan with respect to which the Mortgagor’s name as it appears on the
          note does not match the borrower’s name on the Mortgage Loan Schedule, one of
          the following: the original of the assumption agreement or a certified
          copy
          thereof, in either case with evidence of recording thereon;

         

        (j) a
          security agreement, chattel mortgage or equivalent document executed in
          connection with the mortgage, if provided.

         

        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 2, 8, 33 and 34 of the Mortgage
          Loan
          Schedule 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 Trust 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 collectibility,
          insurability, effectiveness or suitability of any such Mortgage Loan or
          the
          perfection or priority of any Mortgage. 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 Trust Agreement.

         

        
          
             

          

          
            F-2

            
              

            

          

          
             

          

        

        DEUTSCHE
          BANK NATIONAL TRUST

        COMPANY
          not in its individual capacity, but solely as Custodian

         

        By:_________________________________

         

        Name:_______________________________

         

        Title:________________________________

         

        
          
             

          

          
            F-3

            
              

            

          

          
             

          

        

        EXHIBIT
          G


         

        FORM
          OF
          RESIDUAL TRANSFER AFFIDAVIT

         

        GreenPoint
          Mortgage Funding Trust 2006-OH1,

        Mortgage
          Pass-Through Certificates, Series 2006-OH1

        
           

          
            	
                    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][RC][RX] Certificate (the “Certificate”)
            issued
            pursuant to the Master Servicing and Trust Agreement (the “Agreement”),
            among
            GS Mortgage Securities Corp., as depositor (the “Depositor”),
            Deutsche Bank National Trust Company, as trustee (the “Trustee”)
            and as
            custodian (the “Custodian”)
            and
            Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the “Master
            Servicer”)
            and
            Securities Administrator (in such capacity, the “Securities
            Administrator”).
            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 not 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
            not a 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 not a 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.)

           

          
            
               

            

            
              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 not a 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 such Transferee has no actual knowledge that the Person to
            which the
            Transfer is to be made is not a Permitted Transferee.

           

          7. The
            Transferee has historically paid its debts as they have come due, intends
            to pay
            its debts as they come due in the future, and understands that the taxes
            payable
            with respect to the Certificate may exceed the cash flow with respect
            thereto in
            some or all periods and intends to pay such taxes as they become due.
            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.

           

          8. The
            Transferee’s taxpayer identification number is __________.

           

          9. The
            Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

           

          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 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.

           

          12. Check
            one
            of the following:

           

           ̈
The
            present value of the anticipated tax liabilities associated with holding
            the
            Certificate, as applicable, does not exceed the sum of:

           

          
            
               

            

            
              G-2

              
                

              

            

            
               

            

          

          (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.

           

          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.

           

          
            
               

            

            
              G-3

              
                

              

            

            
               

            

          

          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__

           

          
            
               

            

            
              G-4

              
                

              

            

            
               

            

          

          EXHIBIT
            H


           

          FORM
            OF
            TRANSFEROR CERTIFICATE

           

          __________,
            20__

           

          GS
            Mortgage Securities Corp.

          85
            Broad
            Street

          New
            York,
            New York 10004

          Attention:

          


          Wells
            Fargo Bank, N.A.

          Sixth
            Street and Marquette Avenue

          Minneapolis,
            Minnesota 55479

          


          
            	
                  	Re:	
                    GreenPoint
                      Mortgage Funding Trust 2006-OH1, Mortgage Pass-Through 

                    Certificates
                      Series 2006-OH1, 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, (A) we have no knowledge the Transferee is not a Permitted
            Transferee and (B) 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 (C) 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.

           

          Very
            truly yours,

           

          _____________________________

          Print
            Name of Transferor

          


          


          By:
            __________________________

          Authorized
            Officer

           

          
            
               

            

            
              H-1

              
                

              

            

            
               

            

          

          EXHIBIT
            I-1

           

          FORM
            OF
            RULE 144A LETTER

           

          ____________,
            20__

           

          GS
            Mortgage Securities Corp.

          85
            Broad
            Street

          New
            York,
            New York 10004

          Attention:

          


          Wells
            Fargo Bank, N.A.

          Sixth
            Street and Marquette Avenue

          Minneapolis,
            Minnesota 55479

          


          
            	
                  	Re:	
                    GreenPoint
                      Mortgage Funding Trust 2006-OH1, Mortgage Pass-Through 

                    Certificates,
                      Series 2006-OH1, 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) 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 (e) 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.

           

          
            
               

            

            
              I-1-1

              
                

              

            

            
               

            

          

          ANNEX
            1
            TO EXHIBIT I-1

           

          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.

           

          ____ 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.

           

            
              

            

          

          
            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.
              

             

          

          
            
               

            

            
              I-1-2

              
                

              

            

            
               

            

          

          ____ 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.

           

          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.

           

          
            
               

            

            
              I-1-3

              
                

              

            

            
               

            

             

          

          _____________________________

          Print
            Name of Transferee


          


          By:
            __________________________

          Name:

          Title:

          


          


          Date:
            _________________________

           

          
            
               

            

            
              I-1-4

              
                

              

            

            
               

            

          

          ANNEX
            2
            TO EXHIBIT I-1

           

          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.

           

          
            
               

            

            
              I-1-5

              
                

              

            

            
               

            

          

          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 Buyer

          


          


          Date:______________________________

          


          
            
               

            

            
              I-1-6

              
                

              

            

            
               

            

          

          
            EXHIBIT
              I-2


             

            FORM
              OF ERISA TRANSFER AFFIDAVIT

             

            
              	
                      STATE
                        OF NEW YORK

                    	
                      )

                    
	 	
                      )
                        ss.: 

                    
	
                      COUNTY
                        OF NEW YORK 

                    	
                      )

                    


            

             

            The
              undersigned, being first duly sworn, deposes and says as follows:

             

            1. The
              undersigned is the ______________________ of (the “Investor”), a [corporation
              duly organized] and existing under the laws of __________, on behalf
              of which he
              makes this affidavit.

             

            2. In
              the
              case of an ERISA-Restricted Certificate, the Investor either (x) is
              not, and on
              __________________ [date of transfer] will not be, an employee benefit
              plan or
              other retirement arrangement subject to Section 406 of the Employee
              Retirement
              Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the
              Internal Revenue Code of 1986, as amended (the “Code”), (collectively, a “Plan”)
              or a person acting on behalf of any such Plan or investing the assets
              of any
              such Plan to acquire a Certificate; (y) if the Certificate has been
              the subject
              of an ERISA-Qualifying Underwriting, is an insurance company that is
              purchasing
              the Certificate with funds contained in an “insurance company general account”
as defined in Section V(e) of Prohibited Transaction Class Exemption
              (“PTCE”)
              95-60 and the purchase and holding of the Certificate are covered under
              Sections
              I and III of PTCE 95-60; or (z) herewith delivers to the Securities
              Administrator an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to
              the Securities Administrator, and upon which the Securities Administrator,
              the
              Servicer and the Depositor shall be entitled to rely, to the effect
              that the
              purchase or holding of such Certificate by the Investor will not result
              in any
              non-exempt prohibited transactions under Title I of ERISA or Section
              4975 of the
              Code and will not subject the Securities Administrator, the Depositor
              or the
              Servicer to any obligation in addition to those undertaken by such
              entities in
              the Trust Agreement, which opinion of counsel shall not be an expense
              of the
              Trust Fund or any of the above parties.

             

            3. In
              the
              case of an ERISA-Restricted Swap Certificate, either (i) the Investor
              is neither
              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 the
              ERISA-Restricted Swap Certificate are eligible for exemptive relief
              under the
              statutory exemption for nonfiduciary service providers under Section
              408(b)(17)
              of ERISA and Section 4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1,
              PTCE 91-38,
              PTCE 95-60 or PTCE 96-23 or some other applicable exemption.

             

            
              
                 

              

              
                I-2-1

                
                  

                

              

              
                 

              

            

            4. The
              Investor hereby acknowledges that under the terms of the Master Servicing
              and
              Trust Agreement (the “Trust Agreement”) by and among GS Mortgage Securities
              Corp., as Depositor, Wells Fargo Bank, N.A., as master servicer and
              securities
              administrator,
              and Deutsche Bank National Trust Company, as trustee and custodian,
              dated as of
              December 1, 2006, no transfer of the ERISA-Restricted Certificates
              shall be
              permitted to be made to any person unless the Depositor and Securities
              Administrator have received a certificate from such transferee in the
              form
              hereof.

             

            IN
              WITNESS WHEREOF, the Investor has caused this instrument to be executed
              on its
              behalf, pursuant to proper authority, by its duly authorized officer,
              duly
              attested, this ____ day of _______________, 20___.

             

            _________________________________

            [Investor]

             

            By:______________________________

            Name:

            Title:

             

            ATTEST:


             

            _____________________________

             

            
              	
                      STATE
                        OF 

                    	
                      )

                    
	 	
                      )
                        ss:

                    
	
                      COUNTY
                        OF

                    	
                      )

                    


            

             

            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 Investor, and acknowledged that he executed
              the same
              as his free act and deed and the free act and deed of the Investor.

             

            Subscribed
              and sworn before me this _____ day of _________ 20___.

             

            ______________________________

            NOTARY
              PUBLIC

             

            My
              commission expires the

            _____
              day of __________, 20___.

            


            
              
                 

              

              
                I-2-2

                
                  

                

              

              
                 

              

            

            EXHIBIT
              J-1

             

            FORM
              OF
              BACK-UP CERTIFICATION

            (Master
              Servicer)

             

            
              	 	
                      Re:

                    	
                      Master
                        Servicing and Trust Agreement, dated as of December 1, 2006
                        (the
                        “Agreement”),
                        among GS Mortgage Securities Corp., as depositor (the “Depositor”),
                        Deutsche Bank National Trust Company, as trustee (in such
                        capacity, the
                        “Trustee”)
                        and as custodian (the “Custodian”)
                        and Wells Fargo Bank, National Association, as master servicer
                        (in such
                        capacity, the “Master
                        Servicer”)
                        and securities administrator (in such capacity, the “Securities
                        Administrator”).

                    


            

             

            I,
              ________________________________, the _______________________ of [NAME
              OF
              COMPANY] (the “Company”), certify to the Depositor, and its officers, with the
              knowledge and intent that they will rely upon this certification,
              that:

             

            (1) I
              have reviewed the servicer compliance statement of the Company 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 13-A-18 and 15d-18 under 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 13-A-18 and 15d-18 under the Exchange
              Act and
              Section 1122(b) of Regulation AB (the “Attestation Report”), all servicing
              reports, officer’s certificates and other information relating to the servicing
              of the Mortgage Loans by the Company during 2006 that were delivered
              by the
              Company to the Depositor and the Securities Administrator pursuant
              to the
              Agreement (collectively, the “Company Servicing Information”); 

             

            (2) Based
              on my 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 my knowledge, all of the Company Servicing Information required
              to be
              provided by the Company under the Agreement has been provided to the
              Depositor;

             

            (4) I
              am responsible for reviewing the activities performed by the Company
              as a
              servicer under the Agreement, and based on my knowledge and the compliance
              review conducted in preparing the Compliance Statement and except as
              disclosed
              in the Compliance Statement, the Servicing Assessment or the Attestation
              Report,
              the Company has fulfilled its obligations under the Agreement; and

             

            
              
                 

              

              
                J-1-1

                
                  

                

              

              
                 

              

            

            (5) The
              Compliance Statement required to be delivered by the Company pursuant
              to the
              Agreement, and the Servicing Assessment and Attestation Report required
              to be
              provided by the Company and by any Subservicer or Subcontractor pursuant
              to the
              Agreement, have been provided to the Master Servicer. Any material
              instances of
              noncompliance described in such reports have been disclosed to the
              Master
              Servicer. Any material instance of noncompliance with the Servicing
              Criteria has
              been disclosed in such reports.

             

            
              	 	Date:	
                      ____________________

                    


              	 	 	 


              	 	
                      By:

                    	
                      ____________________

                    


            

            
              	 	
                       

                    	Name:


            

            
              	 	
                       

                    	Title:


            

            


            
              
                 

              

              
                J-1-2

                
                  

                

              

              
                 

              

            

            EXHIBIT
              J-2

             

            FORM
              OF
              BACK-UP CERTIFICATION

            (Securities
              Administrator)

             

            
              	 	
                      Re:

                    	
                      Master
                        Servicing and Trust Agreement, dated as of December 1, 2006
                        (the
                        “Agreement”),
                        among GS Mortgage Securities Corp., as depositor (the “Depositor”),
                        Deutsche Bank National Trust Company, as trustee (in such
                        capacity, the
                        “Trustee”)
                        and as custodian (the “Custodian”)
                        and Wells Fargo Bank, N.A., as master servicer (in such capacity,
                        the
                        “Master
                        Servicer”)
                        and securities administrator (in such capacity, the “Securities
                        Administrator”).

                    


            

            


            I,
              ________________________________, the _______________________ of [NAME
              OF
              COMPANY] (the “Company”), certify to the Depositor, and its officers, with the
              knowledge and intent that they will rely upon this certification,
              that:

             

            (1) I
              have reviewed 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 13-A-18 and 15d-18 under
              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 13-A-18 and
              15d-18
              under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
              Report”), all reports on Form 10-D containing statements to Certificateholders
              filed in respect of the period included in the year covered by the
              annual report
              of the Trust Fund (collectively, the “Distribution Date Statements”);


             

            (2) Assuming
              the accuracy and completeness of the information delivered to the Company
              by the
              Master Servicer as provided in the Agreement and subject to paragraph
              (4) below,
              the distribution information determined by the Company and set forth
              in the
              Distribution Date Statements contained in all Form 10-D’s included in the year
              covered by the annual report of such Trust on Form 10-K for the calendar
              year
              200[ ], is complete and does not contain any material misstatement
              of fact as of
              the last day of the period covered by such annual report;

             

            (3) Based
              solely on the information delivered to the Company by the Master Servicer
              as
              provided in the Agreement, (i) the distribution information required
              under the
              Agreement to be contained in the Trust Fund’s Distribution Date Statements and
              (ii) the servicing information required to be provided by the Master
              Servicer to
              the Securities Administrator for inclusion in the Trust Fund’s Distribution Date
              Statements, to the extent received by the Securities Administrator
              from the
              Master Servicer in accordance with the Agreement, is included in such
              Distribution Date Statements;

             

            
              
                 

              

              
                J-2-1

                
                  

                

              

              
                 

              

            

            (4) The
              Company is not certifying as to the accuracy, completeness or correctness
              of the
              information which it received from the Master Servicer and did not
              independently
              verify or confirm the accuracy, completeness or correctness of the
              information
              provided by the Master Servicer; 

             

            (5) I
              am responsible for reviewing the activities performed by the Company
              as a person
“performing a servicing function” under the Agreement, and based on my knowledge
              and the compliance review conducted in preparing the Servicing Assessment
              and
              except as disclosed in the Servicing Assessment or the Attestation
              Report, the
              Company has fulfilled its obligations under the Agreement; and

             

            (6) The
              Servicing Assessment and Attestation Report required to be provided
              by the
              Company pursuant to the Agreement, have been provided to the Depositor.
              Any
              material instances of noncompliance described in such reports have
              been
              disclosed to the Depositor. Any material instance of noncompliance
              with the
              Servicing Criteria has been disclosed in such reports.

            
               

              
                	 	Date:	
                        ____________________

                      


                	 	 	 


                	 	
                        By:

                      	
                        ____________________

                      


              

              
                	 	
                         

                      	Name:


              

              
                	 	
                         

                      	Title:


              

               

              
                
                   

                

                
                  J-2-2

                  
                    

                  

                

                
                   

                

              

              
                EXHIBIT
                  K

                 

                FORM
                  OF
                  SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
                  STATEMENT

                 

                The
                  assessment of compliance to be delivered by the [Master Servicer]
                  [Securities
                  Administrator] [Custodian] shall address, at a minimum, the criteria
                  identified
                  as below as “Applicable Servicing Criteria”: 

                

                  


                  
                    	
                            Servicing
                              Criteria

                          	
                            Master
                              Servicer

                          	
                            Securities
                              Administrator

                          	
                             

                            Custodian

                          
	
                            Reference

                          	
                            Criteria

                          	 	 	
                             

                          
	 	
                            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.

                          	 	 	 
	
                            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.

                          	 	 	 
	
                            1122(d)(1)(iii)

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

                          	 	 	 
	
                            1122(d)(1)(iv)

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

                          	
                             

                             

                            X

                          	 	 
	 	
                            Cash
                              Collection and Administration

                          	 	 	 
	
                            1122(d)(2)(i)

                          	
                            Payments
                              on mortgage loans 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

                          	 	 
	
                            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

                          	 	 


                  

                   

                  
                    
                       

                    

                    
                      K-1

                      
                        

                      

                    

                    
                       

                    

                  

                  
                    	
                            Servicing
                              Criteria

                          	
                            Master
                              Servicer

                          	
                            Securities
                              Administrator

                          	
                             

                            Custodian

                          
	
                            Reference

                          	
                            Criteria

                          	 	 


                  

                  
                    	
                            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

                          	 	 
	
                            1122(d)(2)(iv)

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

                          	
                             

                             

                            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

                          	 	 
	
                            1122(d)(2)(vi)

                          	
                            Unissued
                              checks are safeguarded so as to prevent unauthorized
                              access.

                          	
                             

                            X

                          	 	 
	
                            1122(d)(2)(vii)

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

                          	
                             

                             

                             

                             

                             

                            X

                          	 	 


                  

                   

                  
                    
                       

                    

                    
                      K-2

                      
                        

                      

                    

                    
                       

                    

                  

                  
                    	
                            Servicing
                              Criteria

                          	
                            Master
                              Servicer

                          	
                            Securities
                              Administrator

                          	
                             

                            Custodian

                          
	
                            Reference

                          	
                            Criteria

                          	 	 


                  

                  
                    	 	
                            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 mortgage loans serviced by the
                              Servicer.

                          	
                             

                             

                             

                             

                             

                            X

                          	
                             

                             

                             

                             

                             

                            X

                          	 
	
                            1122(d)(3)(ii)

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

                          	
                             

                            X

                          	
                             

                            X

                          	 
	
                            1122(d)(3)(iii)

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

                          	
                             

                             

                            X

                          	 	 
	
                            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

                          	 	 
	 	
                            Pool
                              Asset Administration

                          	 	 	 
	
                            1122(d)(4)(i)

                          	
                            Collateral
                              or security on mortgage loans is maintained as required
                              by the transaction
                              agreements or related mortgage loan documents.

                          	 	 	
                            X

                          
	
                            1122(d)(4)(ii)

                          	
                            Mortgage
                              loan and related documents are safeguarded as required
                              by the transaction
                              agreements.

                          	 	 	
                            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.

                          	 	 	 


                  

                   

                  
                    
                       

                    

                    
                      K-3

                      
                        

                      

                    

                    
                       

                    

                  

                  
                    	
                            Servicing
                              Criteria

                          	
                            Master
                              Servicer

                          	
                            Securities
                              Administrator

                          	
                             

                            Custodian

                          
	
                            Reference

                          	
                            Criteria

                          	 	 


                  

                  
                    	
                            1122(d)(4)(iv)

                          	
                            Payments
                              on mortgage loans, including any payoffs, made in accordance
                              with the
                              related mortgage loan 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 mortgage loan documents.

                          	 	 	 
	
                            1122(d)(4)(v)

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

                          	 	 	 
	
                            1122(d)(4)(vi)

                          	
                            Changes
                              with respect to the terms or status of an obligor's
                              mortgage loans (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.

                          	 	 	 
	
                            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.

                          	 	 	 
	
                            1122(d)(4)(viii)

                          	
                            Records
                              documenting collection efforts are maintained during
                              the period a mortgage
                              loan 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 mortgage loans
                              including, for example,
                              phone calls, letters and payment rescheduling plans
                              in cases where
                              delinquency is deemed temporary (e.g., illness or
                              unemployment).

                          	 	 	 


                  

                   

                  
                    
                       

                    

                    
                      K-4

                      
                        

                      

                    

                    
                       

                    

                  

                  
                    	
                            Servicing
                              Criteria

                          	
                            Master
                              Servicer

                          	
                            Securities
                              Administrator

                          	
                             

                            Custodian

                          
	
                            Reference

                          	
                            Criteria

                          	 	 


                  

                  
                    	
                            1122(d)(4)(ix)

                          	
                            Adjustments
                              to interest rates or rates of return for mortgage loans
                              with variable
                              rates are computed based on the related mortgage loan
                              documents.

                          	 	 	 
	
                            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 mortgage loan
                              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
                              mortgage loan
                              documents and state laws; and (C) such funds are returned
                              to the obligor
                              within 30 calendar days of full repayment of the related
                              mortgage loans,
                              or such other number of days specified in the transaction
                              agreements.

                          	 	 	 
	
                            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.

                          	 	 	 
	
                            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.

                          	 	 	 
	
                            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.

                          	 	 	 


                  

                   

                  
                    
                       

                    

                    
                      K-5

                      
                        

                      

                    

                    
                       

                    

                  

                  
                    	
                            Servicing
                              Criteria

                          	
                            Master
                              Servicer

                          	
                            Securities
                              Administrator

                          	
                             

                            Custodian

                          
	
                            Reference

                          	
                            Criteria

                          	 	 


                  

                  
                    	
                            1122(d)(4)(xiv)

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

                          	 	 	 
	
                            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.

                          	 	 	 
	 	
                             

                          	 	 	
                             

                          


                  

                  


                  
                    
                       

                    

                    
                      K-6

                      
                        

                      

                    

                    
                       

                    

                  

                

              

              
                EXHIBIT
                  L

                 

                FORM
                  OF
                  REQUEST FOR RELEASE OF DOCUMENTS

                 

                
                  	
                          To:

                        	
                          Deutsche
                            Bank National Trust Company

                        


                

                
                  	 	
                          1761
                            East St. Andrew Place, 

                        


                

                
                  	 	
                          Santa
                            Ana, California 92705

                        


                

                
                  	 	
                          Attention:
                            Mortgage Custody - GS06O1

                        


                

                 

                RE:
                   Master
                  Servicing and Trust Agreement, dated as of December 1, 2006 (the
“Agreement”),
                  among GS Mortgage Securities Corp., as depositor (the “Depositor”), Deutsche
                  Bank National Trust Company, as trustee (in such capacity, the
“Trustee”) and as
                  custodian (the “Custodian”)
                  and
                  Wells Fargo Bank, N.A., as master servicer (in such capacity, the
“Master
                  Servicer”) and securities administrator (in such capacity, the “Securities
                  Administrator”).

                


                In
                  connection with and pursuant to Section____________, of the agreement,
                  we
                  request the release and acknowledge of the custodial file for the
                  mortgage loan
                  described below, for the reason indicated below. Further, any payments
                  received
                  by the Servicer listed below in connection with this request for
                  release have
                  been deposited into the Certificate Account for the benefit of
                  the
                  Trust.

                


                FROM:
                  Servicer:________________________________________________________,
                  City/State_____________

                


                SERVICER
                  LOAN #: ___________________________, 

                DEUTSCHE
                  BANK #_____________________________________,  

                Deal
                  Name: ____________________,  

                


                Mortgagor’s
                  Name: _______________________________________________ Original
                  loan amount: ________

                


                Property
                  Address: ________________________________________________ Payment
                  amount:
                  ____________

                


                City/State/Zip:
                  __________________________________________________ Interest rate:
                  ________________

                


                REASON
                  FOR REQUESTING DOCUMENTS (check one)

                


                ________1.
                  Loan paid in full 

                


                ________2.
                  Loan in foreclosure 

                


                ________3.
                  Loan being substituted

                


                ________4.
                  Loan being liquidated by company

                


                
                  
                     

                  

                  
                    L-1

                    
                      

                    

                  

                  
                     

                  

                   

                

                ________5.
                  Other (please explain)
                  ________________________________________________________________

                


                If
                  box 1
                  or 4 above is checked, and if all or part of the Custodial File
                  was previously
                  released to us, then please provide a copy of the previous release
                  request (RR)
                  to us as well as any additional documents in your possession relating
                  to the
                  above specified mortgage loan.

                


                If
                  box 2
                  or 5 above is checked, then upon our return to you as custodian,
                  all of the
                  documents for the above specified mortgage loan, please acknowledge
                  your receipt
                  by signing in the space indicated below, and returning this form
                  to
                  us.

                


                COMPANY
                  NAME:____________________________________________PHONE#__________________________________

                


                AUTHORIZED
                  SIGNER:
                  ___________________________________________________________________________________________ 

                NAME(TYPED):_______________________________________________DATE:_______________________________

                 

                PHONE
                  #:________________________

                DATE:__________________________

                 

                


                
                  
                    

                  

                

                PLEASE
                  MAIL DOCUMENTS BACK TO:

                 

                
                  
                    

                  

                   

                

              

            

          

        

      

    

    
      

    

     

    
      

    

     

    
      

    

     

     

    
      
         

      

      
        L-2

        
          

        

      

      
         

      

    

    EXHIBIT
      M

    


    Form
      8-K
      Disclosure Information

    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

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

               

              Examples:
                servicing agreement, custodial agreement.

               

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

            	
              The
                party to this Agreement entering into such Material Definitive
                Agreement.

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

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

               

              Examples:
                servicing agreement, custodial agreement.

            	
              The
                party to this Agreement requesting termination of a Material Definitive
                Agreement.

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following: 

            	 
	
              ▪
                Sponsor

            	
              Depositor/Sponsor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            


    

     

    
      
         

      

      
        M-1

        
          

        

      

      
         

      

    

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian

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

               

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

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the monthly statements to the certificateholders.

            	
              Master
                Servicer and Securities Administrator

            
	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Trust Agreement.

            	
              Securities
                Administrator

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”.

            	
              (i)
                Securities Administrator and (ii) Depositor with respect to any
                information relating to the Depositor

            
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Securities Administrator

               

              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers or
                trustee.

            	
              Master
                Servicer/Securities Administrator/

              Servicer

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Depositor/Successor
                Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                

            	
              Depositor
                and Securities Administrator

            


    

     

    
      
         

      

      
        M-2

        
          

        

      

      
         

      

    

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

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

            	
              Depositor

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

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                Parties (excluding Custodian and Trustee)

            
	
              Item
                8.01- Other Events

               

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

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Seller
                for reporting/disclosing the financial statement or
                exhibit

            


    

    


    
      
         

      

      
        M-3

        
          

        

      

      
         

      

    

    EXHIBIT
      N

     

    Additional
      Form 10-D Disclosure

    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

            	 
	
              Information
                included in the [Monthly Statement]

            	
              Servicer,
                Master Servicer and Securities Administrator

            
	
              Any
                information required by 1121 which is NOT included on the [Monthly
                Statement]

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceedings known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Master
                Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor

            	
              Sponsor/Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Servicer

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

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

               

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

            	
              (i)
                Depositor (with respect to the Closing Date) and (ii) Master
                Servicer

            


    

     

    
      
         

      

      
        N-1

        
          

        

      

      
         

      

    

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            


    

    
      	
              Item
                4: Defaults Upon Senior Securities

               

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

               

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

            	
              Securities
                Administrator

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

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

            	
              Securities
                Administrator

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

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

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

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

            	 


    

     

    
      
         

      

      
        N-2

        
          

        

      

      
         

      

    

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            


    

    
      	
              Item
                8: Other Information

               

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

            	
              Any
                party responsible for the applicable disclosure items on Form
                8-K

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

    


    
      
         

      

      
        N-3

        
          

        

      

      
         

      

    

    
      EXHIBIT
        O

      


      Additional
        Form 10-K Disclosure

      


      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	
                Depositor

              
	
                Item
                  9B: Other Information

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

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	
                (i)
                  As to agreements, Securities Administrator/Depositor and (ii) as
                  to
                  financial statements, Reporting Parties (as to themselves) (excluding
                  Custodian or Trustee)

              
	
                Reg
                  AB Item 1112(b): Significant Obligors of Pool
                  Assets

              	 
	
                Significant
                  Obligor Financial Information*

              	
                Depositor

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

              	 
	
                Reg
                  AB Item 1114(b)(2): Credit Enhancement Provider Financial
                  Information

              	 
	
                ▪
                  Determining applicable disclosure threshold

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

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

              	 
	
                Reg
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 
	
                ▪
                  Determining current maximum probable exposure

              	
                Depositor

              
	
                ▪
                  Determining current significance percentage

              	
                Depositor

              
	
                ▪
                  Requesting required financial information (including any required
                  accountants’ consent to the use thereof) or effecting incorporation by
                  reference

              	
                Depositor

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

              	 


      

       

      
        
           

        

        
          O-1

          
            

          

        

        
           

        

      

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

      
        	
                Reg
                  AB Item 1117: Legal Proceedings

                 

                Any
                  legal proceeding pending against the following entities or their
                  respective property, that is material to Certificateholders, including
                  any
                  proceedings known to be contemplated by governmental
                  authorities:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Master
                  Servicer, Securities Administrator and Depositor

              
	
                ▪
                  Sponsor

              	
                Sponsor/Depositor

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                  Administrator)

              	
                Servicer

              
	
                ▪
                  Any other party contemplated by 1100(d)(1)

              	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 
	
                Whether
                  (a) the Sponsor, Depositor or Issuing Entity is an affiliate of
                  the
                  following parties, and (b) to the extent known and material, any
                  of the
                  following parties are affiliated with one another:

              	
                Sponsor/Depositor
                  as to (a)

              


      

       

      
        
           

        

        
          O-2

          
            

          

        

        
           

        

      

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

      
        	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor, Depositor or Issuing Entity on the one hand, and (b) any
                  of the
                  following parties (or their affiliates) on the other hand, that
                  exist
                  currently or within the past two years and that are material to
                  a
                  Certificateholder’s understanding of the Certificates:

              	
                Depositor
                  as to (a) 

                Sponsor/Depositor
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor, Depositor or Issuing Entity on
                  the one
                  hand, and (b) any of the following parties (or their affiliates)
                  on the
                  other hand, that exist currently or within the past two years and
                  that are
                  material:

              	
                Depositor/Sponsor
                  as to (a)

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Securities Administrator

              	
                Securities
                  Administrator

              
	
                ▪
                  Trustee

              	
                Depositor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor/Sponsor

              
	
                ▪
                  Any other 1101(d)(1) material party

              	
                Depositor/Sponsor

              


      

       

      
        
           

        

        
          O-3