`

    ACE
      SECURITIES CORP.

    Depositor

     

    OCWEN
      LOAN SERVICING, LLC

    a
      Servicer

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION 

    Master
      Servicer and Securities Administrator

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of October 31, 2006

     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-SD3

     

    Asset
      Backed Pass-Through Certificates

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I DEFINITIONS

              	 	
                3

              
	
                SECTION
                  1.01

              	
                     

              	
                Defined
                  Terms.

              	
                     

              	
                3

              
	
                SECTION
                  1.02

              	 	
                Allocation
                  of Certain Interest Shortfalls.

              	 	
                54

              
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	 	
                55

              
	
                SECTION
                  2.01

              	 	
                Conveyance
                  of the Mortgage Loans.

              	 	
                55

              
	
                SECTION
                  2.02

              	 	
                Acceptance
                  of REMIC I by Trustee.

              	 	
                56

              
	
                SECTION
                  2.03

              	 	
                Repurchase
                  or Substitution of Mortgage Loans.

              	 	
                56

              
	
                SECTION
                  2.04

              	 	
                Representations
                  and Warranties of the Master Servicer.

              	 	
                59

              
	
                SECTION
                  2.05

              	 	
                Representations,
                  Warranties and Covenants of Ocwen.

              	 	
                61

              
	
                SECTION
                  2.06

              	 	
                Issuance
                  of the REMIC I Regular Interests and the Class R-I
                  Interest.

              	 	
                63

              
	
                SECTION
                  2.07

              	 	
                Conveyance
                  of the REMIC I Regular Interests; Acceptance of REMIC I by the
                  Trustee.

              	 	
                63

              
	
                SECTION
                  2.08

              	 	
                Issuance
                  of the Residual Certificates.

              	 	
                64

              
	
                SECTION
                  2.09

              	 	
                Establishment
                  of the Trust.

              	 	
                64

              
	
                SECTION
                  2.10

              	 	
                Purpose
                  and Powers of the Trust.

              	 	
                64

              
	
                SECTION
                  2.11

              	 	
                Representations
                  and Warranties of the Trustee.

              	 	
                65

              
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF THE OCWEN MORTGAGE LOANS;
                  ACCOUNTS

              	 	
                66

              
	
                SECTION
                  3.01

              	 	
                The
                  Servicer to Act as a Servicer.

              	 	
                66

              
	
                SECTION
                  3.02

              	 	
                Sub-Servicing
                  Agreement Between the Servicer and Sub-Servicers.

              	 	
                69

              
	
                SECTION
                  3.03

              	 	
                Successor
                  Sub-Servicers.

              	 	
                71

              
	
                SECTION
                  3.04

              	 	
                No
                  Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee
                  or
                  the Certificateholders.

              	 	
                71

              
	
                SECTION
                  3.05

              	 	
                Assumption
                  or Termination of Sub-Servicing Agreement by Successor
                  Servicer.

              	 	
                71

              
	
                SECTION
                  3.06

              	 	
                Collection
                  of Certain Mortgage Loan Payments.

              	 	
                72

              
	
                SECTION
                  3.07

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

              	 	
                72

              
	
                SECTION
                  3.08

              	 	
                Collection
                  Account, Simple Interest Excess Sub-Account and Distribution
                  Account.

              	 	
                74

              
	
                SECTION
                  3.09

              	 	
                Withdrawals
                  from the Collection Account and Distribution Account.

              	 	
                77

              
	
                SECTION
                  3.10

              	 	
                Investment
                  of Funds in the Investment Accounts.

              	 	
                79

              
	
                SECTION
                  3.11

              	 	
                Maintenance
                  of Hazard Insurance, Errors and Omissions and Fidelity Coverage
                  and
                  Primary Mortgage Insurance.

              	 	
                81

              
	
                SECTION
                  3.12

              	 	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements.

              	 	
                83

              
	
                SECTION
                  3.13

              	 	
                Realization
                  Upon Defaulted Mortgage Loans.

              	 	
                84

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.14

              	 	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	 	
                86

              
	
                SECTION
                  3.15

              	 	
                Servicing
                  Compensation.

              	 	
                88

              
	
                SECTION
                  3.16

              	 	
                Collection
                  Account Statements.

              	 	
                88

              
	
                SECTION
                  3.17

              	 	
                Annual
                  Statement as to Compliance.

              	 	
                89

              
	
                SECTION
                  3.18

              	 	
                Assessments
                  of Compliance and Attestation Reports.

              	 	
                89

              
	
                SECTION
                  3.19

              	 	
                Annual
                  Certification; Additional Information.

              	 	
                91

              
	
                SECTION
                  3.20

              	 	
                Access
                  to Certain Documentation.

              	 	
                92

              
	
                SECTION
                  3.21

              	 	
                Title,
                  Management and Disposition of REO Property.

              	 	
                93

              
	
                SECTION
                  3.22

              	 	
                Obligations
                  of the Servicer in Respect of Prepayment Interest Shortfalls; Relief
                  Act
                  Interest Shortfalls.

              	 	
                96

              
	
                SECTION
                  3.23

              	 	
                Obligations
                  of the Servicer in Respect of Mortgage Rates and Monthly
                  Payments.

              	 	
                96

              
	
                SECTION
                  3.24

              	 	
                Reserve
                  Fund.

              	 	
                97

              
	
                SECTION
                  3.25

              	 	
                Advance
                  Facility.

              	 	
                100

              
	
                SECTION
                  3.26

              	 	
                The
                  Servicer’s Indemnification Obligation.

              	 	
                102

              
	
                ARTICLE
                  IV ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS BY
                  THE MASTER
                  SERVICER

              	 	
                103

              
	
                SECTION
                  4.01

              	 	
                Master
                  Servicer.

              	 	
                103

              
	
                SECTION
                  4.02

              	 	
                REMIC-Related
                  Covenants.

              	 	
                104

              
	
                SECTION
                  4.03

              	 	
                Monitoring
                  of the Servicers.

              	 	
                104

              
	
                SECTION
                  4.04

              	 	
                Fidelity
                  Bond.

              	 	
                105

              
	
                SECTION
                  4.05

              	 	
                Power
                  to Act; Procedures.

              	 	
                106

              
	
                SECTION
                  4.06

              	 	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	 	
                107

              
	
                SECTION
                  4.07

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

              	 	
                107

              
	
                SECTION
                  4.08

              	 	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              	 	
                107

              
	
                SECTION
                  4.09

              	 	
                Presentment
                  of Claims and Collection of Proceeds.

              	 	
                108

              
	
                SECTION
                  4.10

              	 	
                Maintenance
                  of Primary Mortgage Insurance Policies.

              	 	
                108

              
	
                SECTION
                  4.11

              	 	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              	 	
                108

              
	
                SECTION
                  4.12

              	 	
                Realization
                  Upon Defaulted Mortgage Loans.

              	 	
                109

              
	
                SECTION
                  4.13

              	 	
                Compensation
                  for the Master Servicer.

              	 	
                109

              
	
                SECTION
                  4.14

              	 	
                REO
                  Property.

              	 	
                109

              
	
                SECTION
                  4.15

              	 	
                Master
                  Servicer Annual Statement of Compliance.

              	 	
                110

              
	
                SECTION
                  4.16

              	 	
                Master
                  Servicer Assessments of Compliance.

              	 	
                111

              
	
                SECTION
                  4.17

              	 	
                Master
                  Servicer Attestation Reports.

              	 	
                112

              
	
                SECTION
                  4.18

              	 	
                Annual
                  Certification.

              	 	
                113

              
	
                SECTION
                  4.19

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

              	 	
                114

              
	
                SECTION
                  4.20

              	 	
                Prepayment
                  Penalty Verification.

              	 	
                114

              
	
                ARTICLE
                  V PAYMENTS TO CERTIFICATEHOLDERS

              	 	
                116

              
	
                SECTION
                  5.01

              	 	
                Distributions.

              	 	
                116

              
	
                SECTION
                  5.02

              	 	
                Statements
                  to Certificateholders.

              	 	
                123

              
	
                SECTION
                  5.03

              	 	
                Servicer
                  Reports; P&I Advances.

              	 	
                127

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  5.04

              	 	
                Allocation
                  of Realized Losses.

              	 	
                129

              
	
                SECTION
                  5.05

              	 	
                Compliance
                  with Withholding Requirements.

              	 	
                131

              
	
                SECTION
                  5.06

              	 	
                Reports
                  Filed with Securities and Exchange Commission.

              	 	
                131

              
	
                ARTICLE
                  VI THE CERTIFICATES

              	 	
                137

              
	
                SECTION
                  6.01

              	 	
                The
                  Certificates.

              	 	
                137

              
	
                SECTION
                  6.02

              	 	
                Registration
                  of Transfer and Exchange of Certificates.

              	 	
                139

              
	
                SECTION
                  6.03

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	 	
                145

              
	
                SECTION
                  6.04

              	 	
                Persons
                  Deemed Owners.

              	 	
                145

              
	
                SECTION
                  6.05

              	 	
                Certain
                  Available Information.

              	 	
                146

              
	
                ARTICLE
                  VII THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

              	 	
                147

              
	
                SECTION
                  7.01

              	 	
                Liability
                  of the Depositor, the Servicer and the Master Servicer.

              	 	
                147

              
	
                SECTION
                  7.02

              	 	
                Merger
                  or Consolidation of the Depositor, the Servicer or the Master
                  Servicer.

              	 	
                147

              
	
                SECTION
                  7.03

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

              	 	
                147

              
	
                SECTION
                  7.04

              	 	
                Limitation
                  on Resignation of the Servicer.

              	 	
                148

              
	
                SECTION
                  7.05

              	 	
                Limitation
                  on Resignation of the Master Servicer.

              	 	
                150

              
	
                SECTION
                  7.06

              	 	
                Assignment
                  of Master Servicing.

              	 	
                150

              
	
                SECTION
                  7.07

              	 	
                Rights
                  of the Depositor in Respect of the Servicer and the Master
                  Servicer.

              	 	
                150

              
	
                SECTION
                  7.08

              	 	
                Duties
                  of the Credit Risk Manager.

              	 	
                151

              
	
                SECTION
                  7.09

              	 	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	 	
                152

              
	
                SECTION
                  7.10

              	 	
                Removal
                  of the Credit Risk Manager.

              	 	
                152

              
	
                SECTION
                  7.11

              	 	
                Transfer
                  of Servicing by Sponsor.

              	 	
                153

              
	
                ARTICLE
                  VIII DEFAULT

              	 	
                154

              
	
                SECTION
                  8.01

              	 	
                Servicer
                  Events of Default.

              	 	
                154

              
	
                SECTION
                  8.02

              	 	
                Master
                  Servicer to Act; Appointment of Successor.

              	 	
                159

              
	
                SECTION
                  8.03

              	 	
                Notification
                  to Certificateholders.

              	 	
                160

              
	
                SECTION
                  8.04

              	 	
                Waiver
                  of Events of Default.

              	 	
                161

              
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	 	
                162

              
	
                SECTION
                  9.01

              	 	
                Duties
                  of Trustee and Securities Administrator.

              	 	
                162

              
	
                SECTION
                  9.02

              	 	
                Certain
                  Matters Affecting Trustee and Securities Administrator.

              	 	
                163

              
	
                SECTION
                  9.03

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

              	 	
                165

              
	
                SECTION
                  9.04

              	 	
                Trustee
                  and Securities Administrator May Own Certificates.

              	 	
                166

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  9.05

              	 	
                Fees
                  and Expenses of Trustee, Custodians and Securities
                  Administrator.

              	 	
                166

              
	
                SECTION
                  9.06

              	 	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	 	
                167

              
	
                SECTION
                  9.07

              	 	
                Resignation
                  and Removal of Trustee and Securities Administrator.

              	 	
                167

              
	
                SECTION
                  9.08

              	 	
                Successor
                  Trustee or Securities Administrator.

              	 	
                169

              
	
                SECTION
                  9.09

              	 	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	 	
                169

              
	
                SECTION
                  9.10

              	 	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	 	
                169

              
	
                SECTION
                  9.11

              	 	
                Appointment
                  of Office or Agency.

              	 	
                170

              
	
                SECTION
                  9.12

              	 	
                Representations
                  and Warranties.

              	 	
                171

              
	
                ARTICLE
                  X TERMINATION

              	 	
                172

              
	
                SECTION
                  10.01

              	 	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans.

              	 	
                172

              
	
                SECTION
                  10.02

              	 	
                Additional
                  Termination Requirements.

              	 	
                174

              
	
                ARTICLE
                  XI REMIC PROVISIONS

              	 	
                176

              
	
                SECTION
                  11.01

              	 	
                REMIC
                  Administration.

              	 	
                176

              
	
                SECTION
                  11.02

              	 	
                Prohibited
                  Transactions and Activities.

              	 	
                178

              
	
                SECTION
                  11.03

              	 	
                Indemnification.

              	 	
                179

              
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	 	
                181

              
	
                SECTION
                  12.01

              	 	
                Amendment.

              	 	
                181

              
	
                SECTION
                  12.02

              	 	
                Recordation
                  of Agreement; Counterparts.

              	 	
                182

              
	
                SECTION
                  12.03

              	 	
                Limitation
                  on Rights of Certificateholders.

              	 	
                182

              
	
                SECTION
                  12.04

              	 	
                Governing
                  Law.

              	 	
                183

              
	
                SECTION
                  12.05

              	 	
                Notices.

              	 	
                183

              
	
                SECTION
                  12.06

              	 	
                Severability
                  of Provisions.

              	 	
                184

              
	
                SECTION
                  12.07

              	 	
                Notice
                  to Rating Agencies.

              	 	
                184

              
	
                SECTION
                  12.08

              	 	
                Article
                  and Section References.

              	 	
                185

              
	
                SECTION
                  12.09

              	 	
                Grant
                  of Security Interest.

              	 	
                185

              
	
                SECTION
                  12.10

              	 	
                Survival
                  of Indemnification.

              	 	
                186

              
	
                SECTION
                  12.11

              	 	
                Servicing
                  Agreements.

              	 	
                186

              
	
                SECTION
                  12.12

              	 	
                Intention
                  of the Parties and Interpretation.

              	 	
                186

              


      

    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    

      
        	
                Exhibit
                  A-1

              	
                     

              	
                Form
                  of Class A Certificate

              
	
                Exhibit
                  A-2

              	 	
                Form
                  of Class M Certificate

              
	
                Exhibit
                  A-3

              	 	
                Form
                  of Class CE-1 Certificate

              
	
                Exhibit
                  A-4

              	 	
                Form
                  of Class CE-2 Certificate

              
	
                Exhibit
                  A-5

              	 	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-6

              	 	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  B-1

              	 	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates,
                  Class CE-1
                  Certificates, Class CE-2 Certificates and Residual Certificates
                  Pursuant
                  to Rule 144A Under the Securities Act

              
	
                Exhibit
                  B-2

              	 	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates,
                  Class CE-1
                  Certificates and Class CE-2 Certificates to Regulation S Under
                  the
                  Securities Act

              
	
                Exhibit
                  B-3

              	 	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates,
                  Class CE-1
                  Certificates, Class CE-2 Certificates and Residual Certificates
                  Pursuant
                  to Rule 501(a) Under the Securities Act

              
	
                Exhibit
                  B-4

              	 	
                Form
                  of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                  in
                  Connection with Transfer of Residual Certificates

              
	
                Exhibit
                  C

              	 	
                Form
                  of Back-Up Certification

              
	
                Exhibit
                  D

              	 	
                Form
                  of Power of Attorney

              
	
                Exhibit
                  E

              	 	
                Servicing
                  Criteria

              
	
                Exhibit
                  F

              	 	
                Mortgage
                  Loan Purchase Agreement

              
	
                Exhibit
                  G

              	 	
                Form
                  10-D, Form 8-K and Form 10-K Reporting Responsibility

              
	
                Exhibit
                  H

              	 	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  I

              	 	
                Assignment
                  Agreements and Servicing Agreements

              
	
                Exhibit
                  J

              	 	
                Cap
                  Contract

              
	 	 	 
	
                Schedule
                  1

              	 	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  2

              	 	
                Prepayment
                  Charge Schedule

              
	
                Schedule
                  3

              	 	
                Standard
                  File Layout - Delinquency Reporting

              
	
                Schedule
                  4

              	 	
                Standard
                  File Layout - Master Servicing

              
	
                Schedule
                  5

              	 	
                Standard
                  File Layout - Simple Interest Mortgage Loans

              
	
                Schedule
                  6

              	 	
                Servicing
                  Advance Schedule

              
	
                Schedule
                  7

              	 	
                Scheduled
                  Mortgage Loans as of the Cut-off Date

              
	
                Schedule
                  8

              	 	
                WAMU
                  P&I Advances

              


      

    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

       

    

    This
      Pooling and Servicing Agreement, is dated and effective as of October 31, 2006,
      among ACE SECURITIES CORP., as Depositor, OCWEN LOAN SERVICING, LLC, as a
      Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and
      Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, as
      Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest of the Trust Fund created hereunder. The Trust Fund will
      consist of a segregated pool of assets comprised of the Mortgage Loans and
      certain other related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Mortgage Loans and certain other related assets
      subject to this Agreement (other than the Reserve Fund and, for the avoidance
      of
      doubt, the Cap Contract) as a REMIC for federal income tax purposes, and such
      segregated pool of assets will be designated as “REMIC I”. The Class R-I
      Interest will be the sole class of “residual interests” in REMIC I for purposes
      of the REMIC Provisions (as defined herein). The following table irrevocably
      sets forth the designation, the REMIC I Remittance Rate, the initial
      Uncertificated Balance and, for purposes of satisfying Treasury regulation
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
      of the REMIC I Regular Interests (as defined herein). None of the REMIC I
      Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date (1)

            	 
	
              I-LTAA

            	 	 	
              Variable

            	(2)	
              $

            	
              150,581,783.11

            	 	 	
              November
                2045

            	 
	
              I-LTA

            	 	 	
              Variable

            	(2)	
              $

            	
              1,130,900.00

            	 	 	
              November
                2045

            	 
	
              I-LTM1

            	 	 	
              Variable

            	(2)	
              $

            	
              149,810.00

            	 	 	
              November
                2045

            	 
	
              I-LTM2

            	 	 	
              Variable

            	(2)	
              $

            	
              92,190.00

            	 	 	
              November
                2045

            	 
	
              I-LTM3

            	 	 	
              Variable

            	(2)	
              $

            	
              38,410.00

            	 	 	
              November
                2045

            	 
	
              I-LTM4

            	 	 	
              Variable

            	(2)	
              $

            	
              21,510.00

            	 	 	
              November
                2045

            	 
	
              I-LTM5

            	 	 	
              Variable

            	(2)	
              $

            	
              19,980.00

            	 	 	
              November
                2045

            	 
	
              I-LTZZ

            	 	 	
              Variable

            	(2)	
              $

            	
              1,620,297.61

            	 	 	
              November
                2045

            	 
	
              I-LTP

            	 	 	
              Variable

            	(2)	
              $

            	
              100.00

            	 	 	
              November
                2045

            	 
	
              I-LTCE2

            	 	 	
              Variable

            	(2)	 	
              N/A

            	(3)	 	
              November
                2045

            	 


    

    ________________

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate”
                herein.

            


    

     

    
      	
              (3)

            	
              REMIC
                I Regular Interest I-LTCE2 will not have an Uncertificated Balance,
                but
                will accrue interest on its Notional Amount calculated in accordance
                with
                the definition of “REMIC I Remittance Rate”
                herein.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the REMIC I Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC II.” The Class R-II Interest will evidence the sole class
      of “residual interests” in REMIC II for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial aggregate Certificate Principal Balance and, for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for the indicated Classes of Certificates.

     

    
      	
              Designation

            	 	
              Pass-Through
                Rate

            	 	
              Initial
                Aggregate

              Certificate
                Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date (1)

            	 
	
              Class
                A

            	 	 	
              Variable

            	
              (2)

            	
              $

            	
              113,090,000.00

            	 	 	
              November
                2045

            	 
	
              Class
                M-1

            	 	 	
              Variable

            	
              (2)

            	
              $

            	
              14,981,000.00

            	 	 	
              November
                2045

            	 
	
              Class
                M-2

            	 	 	
              Variable

            	
              (2)

            	
              $

            	
              9,219,000.00

            	 	 	
              November
                2045

            	 
	
              Class
                M-3

            	 	 	
              Variable

            	(2)	
              $

            	
              3,841,000.00

            	 	 	
              November
                2045

            	 
	
              Class
                M-4

            	 	 	
              Variable

            	(2)	
              $

            	
              2,151,000.00

            	 	 	
              November
                2045

            	 
	
              Class
                M-5

            	 	 	
              Variable

            	(2)	
              $

            	
              1,998,000.00

            	 	 	
              November
                2045

            	 
	
              Class
                P

            	 	 	
              N/A

            	(3)	
              $

            	
              100.00

            	 	 	
              November
                2045

            	 
	
              Class
                CE-1

            	 	 	
              N/A

            	(4)	
              $

            	
              8,374,880.72

            	 	 	
              November
                2045

            	 
	
              Class
                CE-2

            	 	 	
              N/A

            	(5)	 	
              N/A

            	
              (6)

            	 	
              November
                2045

            	 


    

    ________________

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

     

    (2) Calculated
      in accordance with the definition of “Pass-Through Rate” herein.

     

    (3) The
      Class
      P Certificates will not accrue interest.

     

    (4) The
      Class
      CE-1 Certificates will accrue interest at their variable Pass-Through Rate
      on
      the Notional Amount of the Class CE-1 Certificates outstanding from time to
      time
      which shall equal the Uncertificated Balance of the REMIC I Regular Interests
      (other than REMIC I Regular Interest I-LTP). The Class CE-1 Certificates will
      not accrue interest on their Certificate Principal Balance.

     

    (5) The
      Class
      CE-2 Certificates are an interest only class and for each Distribution Date
      the
      Class CE-2 Certificates will be entitled to receive 100% of the amounts
      distributed on REMIC I Regular Interest I-LTCE2.

     

    (6) For
      federal income tax purposes, the Class CE-2 Certificates will not have a
      Certificate Principal Balance, but will have a Notional Amount equal to the
      Notional Amount of REMIC I Regular Interest I-LTCE2.

     

    


    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      equal to $153,654,980.72.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01  Defined
      Terms.

     

    Whenever
      used in this Agreement, including, without limitation, in the Preliminary
      Statement hereto, the following words and phrases, unless the context otherwise
      requires, shall have the meanings specified in this Article. Unless otherwise
      specified, all calculations described herein shall be made on the basis of
      a
      360-day year consisting of twelve 30-day months.

     

    “60-day
      Delinquent Mortgage Loan”: With respect to any Mortgage Loan or any date of
      determination, the excess, if any, of (i) the number of days the most delinquent
      Monthly Payment for such Mortgage Loan was delinquent as of the close of
      business on the last day of the related Due Period minus (ii) the number of
      days
      the most delinquent Monthly Payment for such Mortgage Loan was delinquent as
      of
      the close of business on the Cut-off Date, is greater than or equal to
      60.

     

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

     

    “Accepted
      Servicing Practices”: As defined in Section 3.01.

     

    “Account”:
      The Collection Account and the Distribution Account as the context may
      require.

     

    “Accrued
      Certificate Interest”: With respect to any Class A, Mezzanine, Class CE-1 or
      Class CE-2 Certificate and each Distribution Date, interest accrued during
      the
      related Interest Accrual Period at the Pass-Through Rate for such Certificate
      for such Distribution Date on the Certificate Principal Balance, in the case
      of
      the Class A Certificates and the Mezzanine Certificates, or on the Notional
      Amount in the case of the Class CE-1 Certificates and the Class CE-2
      Certificates, of such Certificate immediately prior to such Distribution Date.
      The Class P Certificates are not entitled to distributions in respect of
      interest and, accordingly, will not accrue interest. All distributions of
      interest on the Class A Certificates and the Mezzanine Certificates will be
      calculated on the basis of a 360-day year and the actual number of days in
      the
      applicable Interest Accrual Period. All distributions of interest on the Class
      CE-1 Certificates and Class CE-2 Certificates will be based on a 360 day year
      consisting of twelve 30 day months. Accrued Certificate Interest with respect
      to
      each Distribution Date, as to any Class A, Mezzanine or Class CE-1 Certificate
      shall be reduced by an amount equal to the portion allocable to such Certificate
      pursuant to Section 1.02 hereof, if any, of the sum of (a) the aggregate
      Prepayment Interest Shortfall, if any, for such Distribution Date to the extent
      not covered by payments pursuant to Section 3.22 or Section 4.19 of
      this Agreement or pursuant to the corresponding provisions of the related
      Servicing Agreement and (b) the aggregate amount of any Relief Act Interest
      Shortfall, if any, for such Distribution Date. In addition, Accrued Certificate
      Interest with respect to each Distribution Date, as to any Class CE-1
      Certificate, shall be reduced by an amount equal to the portion allocable to
      such Class CE-1 Certificate of Realized Losses, if any, pursuant to
      Section 1.02 and Section 5.04 hereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Additional
      Disclosure Notification”: Has the meaning set forth in Section 5.06(a)(ii).


     

    “Additional
      Form 10-D Disclosure”: Has the meaning set forth in Section 5.06(a)(i) of this
      Agreement.

     

    “Additional
      Form 10-K Disclosure”: Has the meaning set forth in Section 5.06(d)(i) of this
      Agreement.

     

    “Additional
      Servicer”: Means each affiliate of a Servicer that Services any of the Mortgage
      Loans and each Person who is not an affiliate of a Servicer that Services the
      Mortgage Loans. For clarification purposes, the Master Servicer and the
      Securities Administrator are Additional Servicers.

     

    “Adjustable
      Rate Mortgage Loan”: Each of the Mortgage Loans identified in the Mortgage Loan
      Schedule as having a Mortgage Rate that is subject to adjustment.

     

    “Adjustment
      Date”: With respect to each Adjustable Rate Mortgage Loan, the first day of the
      month in which the Mortgage Rate of an Adjustable Rate Mortgage Loan changes
      pursuant to the related Mortgage Note. The first Adjustment Date following
      the
      Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the
      Mortgage Loan Schedule.

     

    “Administration
      Fees”: The sum of (i) the Servicing Fees, (ii) the Master Servicing Fee and
      (iii) the Credit Risk Management Fee.

     

    “Administration
      Fee Rate”: The sum of (i) the Servicing Fee Rates, (ii) the Master Servicing Fee
      Rate and (iii) the Credit Risk Management Fee Rate.

     

    “Advance
      Facility”: As defined in Section 3.25(a).

     

    “Advance
      Financing Person”: As defined in Section 3.25(a).

     

    “Advance
      Reimbursement Amounts”: As defined in Section 3.25(b).

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Aggregate
      Loss Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred on any Mortgage Loans from the Cut-off Date to the
      last
      day of the preceding calendar month and the denominator of which is the
      aggregate principal balance of such Mortgage Loans immediately prior to the
      liquidation of such Mortgage Loans.

     

    “Agreement”:
      This Pooling and Servicing Agreement, including all exhibits and schedules
      hereto and all amendments hereof and supplements hereto.

     

    “Allocated
      Realized Loss Amount”: With respect to any Class of Mezzanine Certificates and
      any Distribution Date, an amount equal to the sum of any Realized Loss allocated
      to that Class of Certificates on the Distribution Date pursuant to
      Section 5.04 and any Allocated Realized Loss Amount for that Class
      remaining unpaid from the previous Distribution Date.

     

    “Amounts
      Held for Future Distribution”: As to any Distribution Date, the aggregate amount
      held in the Custodial Accounts and the Collection Account at the close of
      business on the immediately preceding Determination Date on account of (i)
      all
      Monthly Payments or portions thereof received in respect of the related Mortgage
      Loans due after the related Due Period and (ii) Principal Prepayments and
      Liquidation Proceeds received in respect of such Mortgage Loans after the last
      day of the related Prepayment Period.

     

    “Arrearages”:
      With respect to each Mortgage Loan, the amount, if any, equal to the interest
      portion of the payments due on such Mortgage Loan on or prior to the Cut-off
      Date but not yet received by the related Servicer by such date, as shown on
      the
      Mortgage Loan Schedule.

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction wherein
      the related Mortgaged Property is located to reflect of record the sale and
      assignment of the Mortgage, which assignment, notice of transfer or equivalent
      instrument may be in the form of one or more blanket assignments covering
      Mortgages secured by Mortgaged Properties located in the same county, if
      permitted by law.

     

    “Assignment
      Agreements”: Collectively, the IndyMac Assignment Agreement, the SPS Assignment
      Agreement and the WAMU Assignment Agreement.

     

    “Authorized
      Officers”: A managing director of the whole loan trading desk and a managing
      director in global markets.

     

    “Available
      Distribution Amount”: With respect to any Distribution Date, an amount equal to
      (1) the sum of (a) the aggregate of the amounts on deposit in the Custodial
      Accounts, the Collection Account and the Distribution Account as of the close
      of
      business on the related Servicer Remittance Date, (b) the aggregate of any
      amounts deposited in the Distribution Account by the Servicers or the Master
      Servicer in respect of Prepayment Interest Shortfalls for such Distribution
      Date
      pursuant to Section 3.22 or Section 4.19 of this Agreement or pursuant
      to the related Servicing Agreement, (c) the aggregate of any P&I Advances
      for such Distribution Date made by the Servicers pursuant to Section 5.03
      of this Agreement or pursuant to the Servicing Agreements and (d) the aggregate
      of any P&I Advances made by a successor Servicer (including the Master
      Servicer) for such Distribution Date pursuant to Section 8.02 of this
      Agreement or the related Servicing Agreement, reduced (to an amount not less
      than zero) by (2) the portion of the amount described in clause (1)(a) above
      that represents (i) Amounts Held for Future Distribution, (ii) Principal
      Prepayments on the Mortgage Loans received after the related Prepayment Period
      (together with any interest payments received with such Principal Prepayments
      to
      the extent they represent the payment of interest accrued on the Mortgage Loans
      during a period subsequent to the related Prepayment Period), (iii) Liquidation
      Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect
      of
      the Mortgage Loans after the related Prepayment Period, (iv) amounts
      reimbursable or payable to the Depositor, the Servicers, the Trustee, the Master
      Servicer, the Securities Administrator or the Custodians pursuant to
      Section 3.09 or Section 9.05 of this Agreement or otherwise payable in
      respect of Extraordinary Trust Fund Expenses or reimbursable or payable under
      the related Servicing Agreement, (v) the Credit Risk Management Fee, (vi)
      amounts deposited in a Custodial Account, the Collection Account or the
      Distribution Account in error, (vii) the amount of any Prepayment Charges (other
      than Prepayment Charges related to the WAMU Mortgage Loans) collected by the
      Servicers in connection with the Principal Prepayment of any of the Mortgage
      Loans and (viii) amounts reimbursable to a successor Servicer (including the
      Master Servicer) pursuant to Section 8.02 of this Agreement or pursuant to
      the related Servicing Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Bankruptcy
      Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
      as amended.

     

    “Book-Entry
      Certificates”: The Offered Certificates for so long as the Certificates of such
      Class shall be registered in the name of the Depository or its
      nominee.

     

    “Book-Entry
      Custodian”: The custodian appointed pursuant to Section 6.01.

     

    “Business
      Day”: Any day other than a Saturday, a Sunday or a day on which banking or
      savings and loan institutions in the States of California, New York, Florida,
      Maryland, Minnesota, Utah, Washington or in the city in which the Corporate
      Trust Office of the Trustee is located, are authorized or obligated by law
      or
      executive order to be closed.

     

    “Cap
      Collateral Account”: Shall mean the segregated non-interest bearing trust
      account created and maintained by the Securities Administrator pursuant to
      Section 3.24(i) hereof.

     

    “Cap
      Contract”: The interest rate cap agreement, dated as of November 30, 2006,
      between the Trustee and Cap Counterparty, including any schedule, confirmations,
      credit support annex or other credit support document relating thereto, and
      attached hereto as Exhibit J.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Cap
      Counterparty”: The counterparty under the Cap Contract, and any successor in
      interest or assign. Initially, the Cap Counterparty shall be Bear Stearns
      Financial Products Inc.

     

    “Cap
      Credit Support Annex”: The credit support annex, dated as of November 30, 2006,
      between the Trustee and the Cap Counterparty, which is annexed to and forms
      part
      of the Cap Contract.

     

    “Cash-Out
      Refinancing”:
      A
      Refinanced Mortgage Loan the proceeds of which are more than a nominal amount
      in
      excess of the principal balance of any existing first mortgage plus any
      subordinate mortgage on the related Mortgaged Property and related closing
      costs.

     

    “Certificate”:
      Any one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
      2006-SD3, Class A, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      CE-1, Class CE-2, Class P and Class R issued under this Agreement.

     

    “Certificate
      Factor”: With respect to any Class of Certificates (other than the Residual
      Certificates) as of any Distribution Date, a fraction, expressed as a decimal
      carried to six places, the numerator of which is the aggregate Certificate
      Principal Balance (or Notional Amount, in the case of the Class CE-1
      Certificates and Class CE-2 Certificates) of such Class of Certificates on
      such
      Distribution Date (after giving effect to any distributions of principal and
      allocations of Realized Losses resulting in reduction of the Certificate
      Principal Balance (or Notional Amount, in the case of the Class CE-1
      Certificates and Class CE-2 Certificates) of such Class of Certificates to
      be
      made on such Distribution Date), and the denominator of which is the initial
      aggregate Certificate Principal Balance (or Notional Amount, in the case of
      the
      Class CE-1 Certificates and Class CE-2 Certificates) of such Class of
      Certificates as of the Closing Date.

     

    “Certificate
      Margin”: With respect to the Class A Certificates and, for purposes of the
      definition of “Marker Rate”, REMIC I Regular Interest I-LTA, 0.300% in the case
      of each Distribution Date through and including the Optional Termination Date
      and 0.600% in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM1, 0.700% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.050%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM2, 1.400% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.900%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM3, 2.000% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.500%
      in the case of each Distribution Date thereafter.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM4, 2.000% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.500%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM5, 2.000% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.500%
      in the case of each Distribution Date thereafter.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or a Non-United
      States Person shall not be a Holder of a Residual Certificate for any purposes
      hereof, and solely for the purposes of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of or beneficially owned
      by
      the Depositor, the Sponsor, a Servicer, the Master Servicer, the Securities
      Administrator, the Trustee or any Affiliate thereof shall be deemed not to
      be
      outstanding and the Voting Rights to which it is entitled shall not be taken
      into account in determining whether the requisite percentage of Voting Rights
      necessary to effect any such consent has been obtained, except as otherwise
      provided in Section 12.01 of this Agreement. The Trustee and the Securities
      Administrator may conclusively rely upon a certificate of the Depositor, the
      Sponsor, the Master Servicer, the Securities Administrator or a Servicer in
      determining whether a Certificate is held by an Affiliate thereof. All
      references herein to “Holders” or “Certificateholders” shall reflect the rights
      of Certificate Owners as they may indirectly exercise such rights through the
      Depository and participating members thereof, except as otherwise specified
      herein; provided, however, that the Trustee and the Securities Administrator
      shall be required to recognize as a “Holder” or “Certificateholder” only the
      Person in whose name a Certificate is registered in the Certificate
      Register.

     

    “Certificate
      Owner”: With respect to a Book-Entry Certificate, the Person who is the
      beneficial owner of such Certificate as reflected on the books of the Depository
      or on the books of a Depository Participant or on the books of an indirect
      participating brokerage firm for which a Depository Participant acts as
      agent.

     

    “Certificate
      Principal Balance”: With respect to each Class A, Mezzanine or Class P
      Certificate as of any date of determination, the Certificate Principal Balance
      of such Certificate on the Distribution Date immediately prior to such date
      of
      determination plus any Subsequent Recoveries added to the Certificate Principal
      Balance of such Certificate (other than a Class P Certificate) pursuant to
      Section 5.04 of this Agreement, minus all distributions allocable to
      principal made thereon and Realized Losses allocated thereto, if any, on such
      immediately prior Distribution Date (or, in the case of any date of
      determination up to and including the first Distribution Date, the initial
      Certificate Principal Balance of such Certificate, as stated on the face
      thereof). With respect to each Class CE-1 Certificate as of any date of
      determination, an amount equal to the Percentage Interest evidenced by such
      Certificate times the excess, if any, of (A) the then aggregate Uncertificated
      Balances of the REMIC I Regular Interests over (B) the then aggregate
      Certificate Principal Balances of the Class A, Mezzanine and Class P
      Certificates then outstanding. The aggregate initial Certificate Principal
      Balance of each Class of Regular Certificates is set forth in the Preliminary
      Statement hereto.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Certificate
      Register”: The register maintained pursuant to Section 6.02 of this
      Agreement.

     

    “Certification
      Parties”: Has the meaning set forth in Section 3.19 and Section 4.18 of this
      Agreement.

     

    “Certifying
      Person”: Has the meaning set forth in Section 3.19 and Section 4.18 of this
      Agreement.

     

    “Class”:
      Collectively, all of the Certificates bearing the same class
      designation.

     

    “Class
      A
      Certificate”: Any one of the Class A Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest in
      REMIC II and (ii) the right to receive the related Net WAC Rate Carryover
      Amount.

     

    “Class
      A
      Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the Certificate Principal Balance of the Class A Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 45.40% and (ii) the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Scheduled Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date.

     

    “Class
      CE-1 Certificate”: Any one of the Class CE-1 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-3 and evidencing (i)
      a
      Regular Interest in REMIC II and (ii) beneficial ownership of the Reserve
      Fund.

     

    “Class
      CE-2 Certificate”: Any one of the Class CE-2 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular
      Interest in REMIC II for purposes of the REMIC Provisions.

     

    “Class
      M-1 Certificate”: Any one of the Class M-1 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC II and (ii) the right to receive the related Net
      WAC
      Rate Carryover Amount.

     

    “Class
      M-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the Certificate Principal Balance of the Class
      A
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount on such Distribution Date) and (ii) the Certificate
      Principal Balance of the Class M-1 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 64.90% and
      (ii)
      the aggregate Scheduled Principal Balance of the Mortgage Loans as of the last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Class
      M-2 Certificate”: Any one of the Class M-2 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC II and (ii) the right to receive the related Net
      WAC
      Rate Carryover Amount.

     

    “Class
      M-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the Certificate Principal Balance of the Class
      A
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount on such Distribution Date), (ii) the Certificate Principal
      Balance of the Class M-1 Certificates (after taking into account the payment
      of
      the Class M-1 Principal Distribution Amount on such Distribution Date) and
      (iii)
      the Certificate Principal Balance of the Class M-2 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      76.90% and (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Scheduled Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC II and (ii) the right to receive the related Net
      WAC
      Rate Carryover Amount.

     

    “Class
      M-3 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the Certificate Principal Balance of the Class
      A
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount on such Distribution Date), (ii) the Certificate Principal
      Balance of the Class M-1 Certificates (after taking into account the payment
      of
      the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date) and (iv) the Certificate Principal Balance of the Class
      M-3
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 81.90% and (ii) the aggregate Scheduled Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC II and (ii) the right to receive the related Net
      WAC
      Rate Carryover Amount.

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the Certificate Principal Balance of the Class
      A
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount on such Distribution Date), (ii) the Certificate Principal
      Balance of the Class M-1 Certificates (after taking into account the payment
      of
      the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date) and (v) the Certificate Principal
      Balance of the Class M-4 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 84.70% and (ii) the aggregate
      Scheduled Principal Balance of the Mortgage Loans as of the last day of the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC II and (ii) the right to receive the related Net
      WAC
      Rate Carryover Amount.

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the Certificate Principal Balance of the Class
      A
      Certificates (after taking into account the payment of the Class A Principal
      Distribution Amount on such Distribution Date), (ii) the Certificate Principal
      Balance of the Class M-1 Certificates (after taking into account the payment
      of
      the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
      the Certificate Principal Balance of the Class M-2 Certificates (after taking
      into account the payment of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the payment of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the payment
      of
      the Class M-4 Principal Distribution Amount on such Distribution Date) and
      (v)
      the Certificate Principal Balance of the Class M-5 Certificates immediately
      prior to such Distribution Date over (y) the lesser of (A) the product of (i)
      87.30% and (ii) the aggregate Scheduled Principal Balance of the Mortgage Loans
      as of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) and (B) the aggregate Scheduled Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) minus the product of (i) 0.50% and (ii)
      the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC
      II
      for purposes of the REMIC Provisions.

     

    “Class
      R
      Certificates”: Any one of the Class R Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-6, and evidencing the Class R-I Interest and
      the Class R-II Interest.

     

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

     

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

     

    “Closing
      Date”: November 30, 2006.

     

    “Code”:
      The Internal Revenue Code of 1986, as amended from time to time.

     

    “Collection
      Account”: The separate account or accounts created and maintained, or caused to
      be created and maintained, by Ocwen pursuant to Section 3.08(a) of this
      Agreement for the benefit of the Certificateholders, which shall be entitled
      “Ocwen Loan Servicing, LLC, as Servicer for HSBC Bank USA, National Association,
      as Trustee, in trust for the registered holders of ACE Securities Corp. Home
      Equity Loan Trust, Series 2006-SD3 Asset Backed Pass-Through Certificates”. The
      Collection Account must be an Eligible Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the
      Securities Administrator, as the case may be, at which, at any particular time,
      its corporate trust business in connection with this Agreement shall be
      administered, which office at the date of the execution of this instrument
      is
      located at (i) with respect to the Trustee, HSBC Bank USA, National Association,
      452 Fifth Avenue, New York, New York 10018, Attention: CLTA Structured
      Finance/ACE Securities Corp., 2006-SD3, or at such other address as the Trustee
      may designate from time to time by notice to the Certificateholders, the
      Depositor, the Master Servicer, the Securities Administrator and the Servicers
      or (ii) with respect to the Securities Administrator, (A) for purposes of
      Certificate transfers and surrender, Wells Fargo Bank, National Association,
      Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
      Corporate Trust (ACE 2006-SD3), and (B) for all other purposes, Wells Fargo
      Bank, National Association, P.O. Box 98, Columbia, Maryland 21046, Attention:
      Corporate Trust (ACE 2006-SD3) (or for overnight deliveries, at 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust (ACE
      2006-SD3)), or at such other address as the Securities Administrator may
      designate from time to time by notice to the Certificateholders, the Depositor,
      the Master Servicer, the Servicers and the Trustee.

     

    “Corresponding
      Certificate”: With respect to each REMIC I Regular Interest, as
      follows:

     

    
      	
              REMIC
                I Regular Interest

            	 	
              Class

            	 
	
              REMIC
                I Regular Interest I-LTA

            	 	 	
              A

            	 
	
              REMIC
                I Regular Interest I-LTM1

            	 	 	
              M-1

            	 
	
              REMIC
                I Regular Interest I-LTM2

            	 	 	
              M-2

            	 
	
              REMIC
                I Regular Interest I-LTM3

            	 	 	
              M-3

            	 
	
              REMIC
                I Regular Interest I-LTM4

            	 	 	
              M-4

            	 
	
              REMIC
                I Regular Interest I-LTM5

            	 	 	
              M-5

            	 
	
              REMIC
                I Regular Interest I-LTP

            	 	 	
              P

            	 
	
              REMIC
                I Regular Interest I-LTCE2

            	 	 	
              CE-2

            	 


    

    


    “Credit
      Enhancement Percentage”: For any Distribution Date is the percentage obtained by
      dividing (x) the aggregate Certificate Principal Balance of the Subordinate
      Certificates (which includes the Overcollateralization Amount) by (y) the
      aggregate principal balance of the Mortgage Loans, calculated after taking
      into
      account collections of principal on the Mortgage Loans and distribution of
      the
      Principal Distribution Amount to the holders of the Certificates then entitled
      to distributions of principal on the Distribution Date.

     

    “Credit
      Risk Management Agreements”: The agreements between the Credit Risk Manager and
      each Servicer and/or Master Servicer, each regarding the loss mitigation and
      advisory services to be provided by the Credit Risk Manager.

     

    “Credit
      Risk Management Fee”: The amount payable to the Credit Risk Manager on each
      Distribution Date as compensation for all services rendered by it in the
      exercise and performance of any and all powers and duties of the Credit Risk
      Manager under the Credit Risk Management Agreements, which amount shall equal
      one-twelfth of the product of (i) the Credit Risk Management Fee Rate multiplied
      by (ii) the Scheduled Principal Balance of the Mortgage Loans and any related
      REO Properties as of the first day of the related Due Period.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Credit
      Risk Management Fee Rate”: 0.0200% per annum.

     

    “Credit
      Risk Manager”: Risk Management Group, LLC, a New York limited liability company,
      and its successors and assigns.

     

    “Custodial
      Account”: Each separate account or accounts maintained by IndyMac, SPS or WAMU
      under the related Servicing Agreement.

     

    “Custodial
      Agreement”: Either (i) the DBNTC Custodial Agreement or (ii) the Wells Fargo
      Custodial Agreement, or any other custodial agreement entered into after the
      date hereof with respect to any Mortgage Loan subject to this
      Agreement.

     

    “Custodian”:
      DBNTC or Wells Fargo Bank, National Association or any other custodian appointed
      under any custodial agreement entered into after the date of this
      Agreement.

     

    “Cut-off
      Date”: With respect to each Ocwen Mortgage Loan, SPS Mortgage Loan and WAMU
      Mortgage Loan, the close of business on October 31, 2006 and with respect
      to each IndyMac Mortgage Loan, November 1, 2006. With respect to all Qualified
      Substitute Mortgage Loans, their respective dates of substitution. References
      herein to the “Cut-off Date,” when used with respect to more than one Mortgage
      Loan, shall be to the respective Cut-off Dates for such Mortgage
      Loans.

     

    “DBNTC”:
      Deutsche Bank National Trust Company, a national banking association, or its
      successor in interest.

     

    “DBNTC
      Custodial Agreement”: The Custodial Agreement, dated as of October 31,
      2006, among the Trustee, DBNTC, Ocwen, SPS and IndyMac, as may be amended or
      supplemented from time to time.

     

    “Debt
      Service Reduction”: With respect to any Mortgage Loan, a reduction in the
      scheduled Monthly Payment for such Mortgage Loan by a court of competent
      jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
      resulting from a Deficient Valuation.

     

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

     

    “Definitive
      Certificates”: As defined in Section 6.01(b) of this
      Agreement.

     

    “Deleted
      Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
      Substitute Mortgage Loan.

     

    “Delinquency
      Percentage”: As of the last day of the related Due Period, the rolling six month
      average of a fraction, expressed as a percentage, the numerator of which is
      the
      aggregate Scheduled Principal Balance of all 60-day Delinquent Mortgage Loans,
      as of the close of business of the last day of the related Due Period, provided
      that in the case of (i) Mortgage Loans that are the subject of forebearance
      plans and (ii) Mortgage Loans with respect to which the related Mortgagor is
      the
      subject of bankruptcy proceedings, delinquency shall be deemed to mean
      delinquency of the Monthly Payment due under the related forebearance plan
      or
      bankruptcy plan, as applicable, and the denominator of which is the aggregate
      Scheduled Principal Balance of the Mortgage Loans and REO Properties as of
      the
      close of business of the last day of the related Due Period.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “Depositor”:
      ACE Securities Corp., a Delaware corporation, or its successor in
      interest.

     

    “Depository”:
      The Depository Trust Company, or any successor Depository hereafter named.
      The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is Cede & Co. The
      Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(3) of the Uniform Commercial Code of the State of New York
      and a “clearing agency” registered pursuant to the provisions of
      Section 17A of the Exchange Act.

     

    “Depository
      Institution”: Any depository institution or trust company, including the
      Trustee, that (a) is incorporated under the laws of the United States of America
      or any State thereof, (b) is subject to supervision and examination by federal
      or state banking authorities and (c) has outstanding unsecured commercial paper
      or other short-term unsecured debt obligations (or, in the case of a depository
      institution that is the principal subsidiary of a holding company, such holding
      company has unsecured commercial paper or other short-term unsecured debt
      obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
      Moody’s (or, if such Rating Agencies are no longer rating the Offered
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Offered Certificates).

     

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

     

    “Determination
      Date”: With respect to Ocwen and each Distribution Date, the 15th
      day of
      the calendar month in which such Distribution Date occurs, or if such
      15th
      day is
      not a Business Day, the Business Day immediately preceding such 15th
      day.
      With respect to IndyMac, SPS and WAMU, the date specified in the related
      Servicing Agreement. The Determination Date for purposes of Article X hereof
      shall mean the 15th
      day of
      the month or, if such 15th
      day is
      not a Business Day, the first Business Day following such 15th
      day.

     

    “Directly
      Operate”: With respect to any REO Property, the furnishing or rendering of
      services to the tenants thereof, the management or operation of such REO
      Property, the holding of such REO Property primarily for sale to customers,
      the
      performance of any construction work thereon or any use of such REO Property
      in
      a trade or business conducted by REMIC I other than through an Independent
      Contractor; provided, however, that the related Servicer, on behalf of the
      Trustee, shall not be considered to Directly Operate an REO Property solely
      because the related Servicer establishes rental terms, chooses tenants, enters
      into or renews leases, deals with taxes and insurance, or makes decisions as
      to
      repairs or capital expenditures with respect to such REO Property.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for Freddie Mac, a majority of its board of directors is not selected by such
      governmental unit), (ii) any foreign government, any international organization,
      or any agency or instrumentality of any of the foregoing, (iii) any organization
      (other than certain farmers’ cooperatives described in Section 521 of the
      Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
      the tax imposed by Section 511 of the Code on unrelated business taxable
      income), (iv) rural electric and telephone cooperatives described in
      Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and
      (vi) any other Person so designated by the Trustee based upon an Opinion of
      Counsel that the holding of an Ownership Interest in a Residual Certificate
      by
      such Person may cause any Trust REMIC or any Person having an Ownership Interest
      in any Class of Certificates (other than such Person) to incur a liability
      for
      any federal tax imposed under the Code that would not otherwise be imposed
      but
      for the Transfer of an Ownership Interest in a Residual Certificate to such
      Person. The terms “United States,” “State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code or successor
      provisions.

     

    “Distribution
      Account”: The separate trust account or accounts created and maintained by the
      Securities Administrator pursuant to Section 3.08(c) of this Agreement in
      the name of the Securities Administrator for the benefit of the
      Certificateholders and designated “Wells Fargo Bank, National Association, in
      trust for registered holders of ACE Securities Corp. Home Equity Loan Trust,
      Series 2006-SD3”. Funds in the Distribution Account shall be held in trust for
      the Certificateholders for the uses and purposes set forth in this Agreement.
      The Distribution Account must be an Eligible Account.

     

    “Distribution
      Date”: The 25th
      day of
      any month, or if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day,
      commencing in December 2006.

     

    “Due
      Date”: With respect to each Distribution Date, the day of the month on which the
      Monthly Payment is due on a Mortgage Loan during the related Due Period,
      exclusive of any days of grace.

     

    “Due
      Period”: With respect to Ocwen and (i) the Distribution Date in December 2006,
      the period commencing on November 1, 2006 and ending on December 1,
      2006, and (ii) any Distribution Date thereafter, the period commencing on the
      second day of the month immediately preceding the month in which such
      Distribution Date occurs and ending on the first day of the month in which
      such
      Distribution Date occurs. With respect to IndyMac, SPS and WAMU, the period
      specified in the related Servicing Agreement.

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC or (iii) a trust account or accounts maintained with a federal
      depository institution or state chartered depository institution acting in
      its
      fiduciary capacity. Eligible Accounts may bear interest.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “ERISA”:
      The Employee Retirement Income Security Act of 1974, as amended from time to
      time.

     

    “Estate
      in Real Property”: A fee simple estate in a parcel of land.

     

    “Excess
      Liquidation Proceeds”: To the extent that such amount is not required by law to
      be paid to the related Mortgagor, the amount, if any, by which Liquidation
      Proceeds with respect to a liquidated Mortgage Loan exceed the sum of (i) the
      outstanding principal balance of such Mortgage Loan and accrued but unpaid
      interest at the related Net Mortgage Rate through the last day of the month
      in
      which the related Liquidation Event occurs, plus (ii) related liquidation
      expenses or other amounts to which the related Servicer is entitled to be
      reimbursed from Liquidation Proceeds with respect to such liquidated Mortgage
      Loan pursuant to Section 3.09 of this Agreement or pursuant to the related
      Servicing Agreement.

     

    “Excess
      Servicing Fee”: As defined in Section 5.01(b) of this
      Agreement.

     

    “Exchange
      Act”: The Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder.

     

    “Extraordinary
      Trust Fund Expense”: Any amounts payable or reimbursable to the Trustee, the
      Master Servicer, the Securities Administrator, the Custodians, the Credit Risk
      Manager or any director, officer, employee or agent of any such Person from
      the
      Trust Fund pursuant to the terms of this Agreement and any amounts payable
      from
      the Distribution Account in respect of taxes pursuant to
      Section 11.01(g)(v) of this Agreement.

     

    “Fannie
      Mae”: Fannie Mae, formerly known as the Federal National Mortgage Association,
      or any successor thereto.

     

    “FDIC”:
      Federal Deposit Insurance Corporation or any successor thereto.

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by the Sponsor
      or
      the Terminator pursuant to or as contemplated by Section 2.03,
      Section 3.13(c) or Section 10.01 of this Agreement), a determination
      made by the related Servicer that all Insurance Proceeds, Liquidation Proceeds
      and other payments or recoveries which such Servicer, in its reasonable good
      faith judgment, expects to be finally recoverable in respect thereof have been
      so recovered, which determination shall be evidenced by a certificate of a
      Servicing Officer of the related Servicer delivered to the Master Servicer
      and
      maintained in its records.

     

    “Fitch”:
      Fitch Ratings or any successor thereto.

     

    “Form
      8-K
      Disclosure Information”: Has the meaning set forth in Section
      5.06(b).

     

    “Freddie
      Mac”: Freddie Mac, formerly known as the Federal Home Loan Mortgage Corporation,
      or any successor thereto.

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Independent”:
      When used with respect to any accountants, a Person who is “independent” within
      the meaning of Rule 2-01(B) of the Commission’s Regulation S-X. When used with
      respect to any specified Person, any such Person who (a) is in fact independent
      of the Depositor, the Master Servicer, the Securities Administrator, the
      Servicers, the Sponsor, any originator and their respective Affiliates, (b)
      does
      not have any direct financial interest in or any material indirect financial
      interest in the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers, the Sponsor, any originator or any Affiliate thereof, (c) is
      not
      connected with the Depositor, the Master Servicer, the Securities Administrator,
      the Servicers, the Sponsor, any originator or any Affiliate thereof as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (d) is not a member of the immediate family
      of
      a Person defined on clause (b) or (c) above.

     

    “Independent
      Contractor”: Either (i) any Person (other than a Servicer) that would be an
“independent contractor” with respect to REMIC I within the meaning of
      Section 856(d)(3) of the Code if REMIC I were a real estate investment
      trust (except that the ownership tests set forth in that section shall be
      considered to be met by any Person that owns, directly or indirectly, 35% or
      more of any Class of Certificates), so long as REMIC I does not receive or
      derive any income from such Person and provided that the relationship between
      such Person and REMIC I is at arm’s length, all within the meaning of Treasury
      Regulation Section 1.856-4(b)(5), or (ii) any other Person (including any
      Servicer) if the Trustee has received an Opinion of Counsel to the effect that
      the taking of any action in respect of any REO Property by such Person, subject
      to any conditions therein specified, that is otherwise herein contemplated
      to be
      taken by an Independent Contractor will not cause such REO Property to cease
      to
      qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
      of the Code (determined without regard to the exception applicable for purposes
      of Section 860D(a) of the Code), or cause any income realized in respect of
      such REO Property to fail to qualify as Rents from Real Property.

     

    “Index”:
      As of any Adjustment Date, the index applicable to the determination of the
      Mortgage Rate on each Adjustable Rate Mortgage Loan will generally be (i) the
      average of the interbank offered rates for one-month United States dollar
      deposits in the London market as published in The Wall Street Journal and as
      most recently available either (a) as of the first Business Day 45 days prior
      to
      such Adjustment Date or (b) as of the first Business Day of the month preceding
      the month of such Adjustment Date, as specified in the related Mortgage Note,
      (ii) the average of the interbank offered rates for six-month United States
      dollar deposits in the London market as published in The Wall Street Journal
      and
      as most recently available either (a) as of the first Business Day 45 days
      prior
      to such Adjustment Date or (b) as of the first Business Day of the month
      preceding the month of such Adjustment Date, as specified in the related
      Mortgage Note, (iii) the average of the interbank offered rates for one-year
      United States dollar deposits in the London market as published in The Wall
      Street Journal and as most recently available either (a) as of the first
      business day 45 days prior to that Adjustment Date or (b) as of the first
      business day of the month preceding the month of the Adjustment Date, as
      specified in the related mortgage note or (iv) the weekly average yield on
      United States Treasury Securities adjusted to a constant maturity of one year,
      as published in the Federal Reserve Statistical Release H.15 (519) as most
      recently announced as of a date 45 days prior to that Adjustment
      Date.

     

    
      
        
        

      

      
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    “IndyMac”:
      IndyMac Bank, F.S.B. or any successor thereto.

     

    “IndyMac
      Assignment Agreement”: The Assignment, Assumption and Recognition Agreement,
      dated as of November 30, 2006, by and among the Sponsor, the Depositor and
      IndyMac evidencing the assignment of the IndyMac Servicing Agreement to the
      extent of the servicing of the IndyMac Mortgage Loans, to the
      Depositor.

     

    “IndyMac
      Mortgage Loans”: The Mortgage Loans being serviced by IndyMac pursuant to the
      IndyMac Servicing Agreement.

     

    “IndyMac
      Servicing Agreement”: The Second Amended and Restated Master Mortgage Loan
      Purchase and Servicing Agreement dated as of June 1, 2005, as amended and
      restated to and including July 1, 2006, by and between the Sponsor and IndyMac,
      as modified by the IndyMac Assignment Agreement.

     

    “IndyMac
      Servicing Fee Rate”: With respect to each fixed rate Mortgage Loan serviced by
      IndyMac 0.25% per annum and with respect to each Adjustable Rate Mortgage Loan
      serviced by IndyMac 0.375% per annum.

     

    “Insurance
      Proceeds”: Proceeds of any title policy, hazard policy or other insurance
      policy, covering a Mortgage Loan or the related Mortgaged Property, to the
      extent such proceeds are not to be applied to the restoration of the related
      Mortgaged Property or released to the Mortgagor or a senior lienholder in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage Note and Mortgage.

     

    “Interest
      Accrual Period”: With respect to any Distribution Date and the Offered
      Certificates, the period commencing on the Distribution Date of the month
      immediately preceding the month in which such Distribution Date occurs (or,
      in
      the case of the first Distribution Date, commencing on the Closing Date) and
      ending on the day preceding such Distribution Date. With respect to any
      Distribution Date and the Class CE-1 Certificates and Class CE-2 Certificates
      and the REMIC I Regular Interests, the one-month period ending on the last
      day
      of the calendar month immediately preceding the month in which such Distribution
      Date occurs.

     

    “Interest
      Carry Forward Amount”: With respect to any Distribution Date and any Class of
      Offered Certificates, the sum of (i) the amount, if any, by which (a) the
      Interest Distribution Amount for such Class as of the immediately preceding
      Distribution Date exceeded (b) the actual amount distributed on such Class
      in
      respect of interest on such immediately preceding Distribution Date and (ii)
      the
      amount of any Interest Carry Forward Amount for such Class remaining unpaid
      from
      the previous Distribution Date, plus accrued interest on such sum calculated
      at
      the related Pass-Through Rate for the most recently ended Interest Accrual
      Period.

     

    “Interest
      Determination Date”: With respect to the Class A Certificates, the Mezzanine
      Certificates, REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1,
      REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
      Regular Interest I-LTM4 and REMIC I Regular Interest I-LTM5 and any Interest
      Accrual Period therefor, the second London Business Day preceding the
      commencement of such Interest Accrual Period.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Interest
      Distribution Amount”: With respect to any Distribution Date and any Class A
      Certificate, any Mezzanine Certificate, any Class CE-1 Certificate and any
      Class
      CE-2 Certificate, the aggregate Accrued Certificate Interest on the Certificates
      of such Class for such Distribution Date.

     

    “Interest
      Remittance Amount”: With respect to any Distribution Date, the portion of the
      Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Mortgage Loans (other than any Simple
      Interest Excess, if applicable) and net of the Administration Fees, Arrearages
      collected by the Servicers and any Prepayment Charges and after taking into
      account amounts payable or reimbursable to the Trustee, the Custodians, the
      Securities Administrator, the Master Servicer, the Credit Risk Manager or the
      Servicers pursuant to this Agreement, the Servicing Agreements or the Custodial
      Agreements, as applicable), plus any amounts withdrawn from the Simple Interest
      Excess Sub-Account.

     

    “Last
      Scheduled Distribution Date”: The Distribution Date occurring in November 2045,
      which is the Distribution Date immediately following the maturity date for
      the
      Mortgage Loan with the latest maturity date.

     

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

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan or (iii) such Mortgage Loan is removed from REMIC I by reason
      of its being purchased, sold or replaced pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) or Section 10.01 of this Agreement.
      With respect to any REO Property, either of the following events: (i) a Final
      Recovery Determination is made as to such REO Property or (ii) such REO Property
      is removed from REMIC I by reason of its being purchased pursuant to
      Section 10.01 of this Agreement.

     

    “Liquidation
      Proceeds”: The amount (other than Insurance Proceeds, amounts received in
      respect of the rental of any REO Property prior to REO Disposition, or required
      to be released to a Mortgagor or a senior lienholder in accordance with
      applicable law or the terms of the related Mortgage Loan Documents) received
      by
      a Servicer in connection with (i) the taking of all or a part of a Mortgaged
      Property by exercise of the power of eminent domain or condemnation (other
      than
      amounts required to be released to the Mortgagor or a senior lienholder), (ii)
      the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
      foreclosure sale or otherwise, (iii) the repurchase, substitution or sale of
      a
      Mortgage Loan or an REO Property pursuant to or as contemplated by
      Section 2.03, Section 3.13(c), Section 3.21 or Section 10.01
      of this Agreement or pursuant to the related Servicing Agreement or (iv) any
      Subsequent Recoveries.

     

    
      
        
        

      

      
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    “Loan-to-Value
      Ratio”: As of any date of determination, the fraction, expressed as a
      percentage, the numerator of which is the principal balance of the related
      Mortgage Loan at such date and the denominator of which is the Value of the
      related Mortgaged Property.

     

    “London
      Business Day”: Any day on which banks in the Cities of London and New York are
      open and conducting transactions in United States dollars.

     

    “Loss
      Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the amount of Realized
      Losses incurred on a Mortgage Loan and the denominator of which is the principal
      balance of such Mortgage Loan immediately prior to the liquidation of such
      Mortgage Loan.

     

    “Marker
      Rate”: With respect to the Class CE-1 Certificates and any Distribution Date, a
      per annum rate equal to two (2) times the weighted average of the REMIC I
      Remittance Rate for each of REMIC I Regular Interest I-LTA, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and
      REMIC I Regular Interest I-LTZZ, with the rate on each such REMIC I Regular
      Interest (other than REMIC I Regular Interest I-LTZZ) subject to a cap equal
      to
      the lesser of (i) the related One-Month LIBOR Pass-Through Rate and (ii) the
      related Net WAC Pass-Through Rate for the Corresponding Certificates for the
      purpose of this calculation for such Distribution Date and with the rate on
      REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of
      this
      calculation; provided however, each such cap for each REMIC I Regular Interest
      shall be multiplied by a fraction the numerator of which is the actual number
      of
      days in the related Interest Accrual Period and the denominator of which is
      30.

     

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

     

    “Master
      Servicer Event of Default”: One or more of the events described in
      Section 8.01(b) of this Agreement.

     

    “Master
      Servicing Fee”: With respect to each Mortgage Loan and for any calendar month,
      an amount equal to one twelfth of the product of the Master Servicing Fee Rate
      multiplied by the Scheduled Principal Balance of the Mortgage Loans as of the
      Due Date in the preceding calendar month.

     

    “Master
      Servicing Fee Rate”: 0.0565% per annum.

     

    “Maximum
      I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
      Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance
      Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution Date
      on
      a balance equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ
      minus the REMIC I Overcollateralization Amount, in each case for such
      Distribution Date, over (ii) Uncertificated Interest on REMIC I Regular Interest
      I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
      I
      Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4 and REMIC I Regular
      Interest I-LTM5 for such Distribution Date, with the rate on each such REMIC
      I
      Regular Interest subject to a cap equal to the lesser of (i) the related
      One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through
      Rate
      for the Corresponding Certificates for the purpose of this calculation for
      such
      Distribution Date; provided however, each such cap for each REMIC I Regular
      Interest shall be multiplied by a fraction the numerator of which is the actual
      number of days in the related Interest Accrual Period and the denominator of
      which is 30.

     

    
      
        
        

      

      
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    “Maximum
      Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
      thereunder.

     

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

     

    “MERS®
      System”: The system of recording transfers of mortgages electronically
      maintained by MERS.

     

    “Mezzanine
      Certificate”: Any Class M-1, Class M-2, Class M-3, Class M-4 or Class M-5
      Certificate.

     

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

     

    “Minimum
      Mortgage Rate”: With respect to each Adjustable Rate Mortgage Loan, the
      percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
      thereunder.

     

    “MOM
      Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
      Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
      its successors and assigns, at the origination thereof.

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, a bankruptcy or
      a
      forebearance plan determined: (a) after giving effect to (i) any Deficient
      Valuation and/or Debt Service Reduction with respect to such Mortgage Loan
      and
      (ii) any reduction in the amount of interest collectible from the related
      Mortgagor pursuant to the Relief Act or similar state or local laws; (b) without
      giving effect to any extension granted or agreed to by the related Servicer
      pursuant to Section 3.01 of this Agreement or pursuant to the related
      Servicing Agreement; and (c) on the assumption that all other amounts, if any,
      due under such Mortgage Loan are paid when due.

     

    “Moody’s”:
      Moody’s Investors Service, Inc. or any successor in interest.

     

    
      
        
        

      

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

     

    “Mortgage
      File”: The Mortgage Loan Documents pertaining to a particular Mortgage
      Loan.

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee and the
      Mortgage Loan Documents for which have been delivered to the applicable
      Custodian pursuant to Section 2.01 of this Agreement and pursuant to the
      related Custodial Agreement, as held from time to time as a part of the Trust
      Fund, the Mortgage Loans so held being identified in the Mortgage Loan
      Schedule.

     

    “Mortgage
      Loan Documents”: The documents evidencing or relating to each Mortgage Loan
      delivered to the applicable Custodian under the related Custodial Agreement
      on
      behalf of the Trustee.

     

    “Mortgage
      Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement, dated
      as of November 30, 2006, between the Depositor and the Sponsor, a copy of which
      is attached hereto as Exhibit F.

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
      on such date, separately identifying the Mortgage Loans, attached hereto as
      Schedule 1. The Depositor shall deliver or cause the delivery of the initial
      Mortgage Loan Schedule to the related Servicer, the Master Servicer, the
      Custodians and the Trustee on the Closing Date. The Mortgage Loan Schedule
      shall
      set forth the following information with respect to each Mortgage
      Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  the
      Mortgagor’s first and last name;

     

    (iii)  the
      street address of the Mortgaged Property including the state and zip
      code;

     

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

     

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

     

    (vi)  the
      original months to maturity;

     

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

     

    (viii)  the
      Loan-to-Value Ratio at origination;

     

    
      
        
        

      

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

     

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

     

    (xi)  the
      stated maturity date;

     

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

     

    (xiii)  the
      amount of the Monthly Payment (including as set forth in a forebearance plan
      or
      in connection with a bankruptcy proceeding) as of the Cut-off Date;

     

    (xiv)  the
      last
      Due Date on which a Monthly Payment was actually applied to the Scheduled
      Principal Balance;

     

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

     

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

     

    (xvii)  with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment
      Date;

     

    (xviii)  with
      respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

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

     

    (xx)  with
      respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxi)  with
      respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxii)  the
      Mortgage Rate at origination;

     

    (xxiii)  with
      respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxiv)  with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxv)  with
      respect to each Adjustable Rate Mortgage Loan, the related Index;

     

    
      
        
        

      

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

     

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

     

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

     

    (xxix)  a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy, the name of the insurer and, if
      applicable, the rate payable in connection therewith;

     

    (xxx)  the
      Appraised Value of the Mortgaged Property;

     

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

     

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

     

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

     

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

     

    (xxxv)  the
      FICO
      score at origination;

     

    (xxxvi)  the
      amount of any Arrearage;

     

    (xxxvii)  [reserved];

     

    (xxxviii)  whether
      such Mortgage Loan is a Simple Interest Mortgage Loan;

     

    (xxxix)  with
      respect to each Mortgage Loan registered on MERS, the MIN:

     

    (xl)  a
      code
      indicating whether the Mortgage Loan is secured by a first or second
      lien;

     

    (xli)  the
      applicable Servicing Fee;

     

    (xlii)  the
      applicable Servicer; and

     

    (xliii)  the
      applicable Custodian.

     

    
      
        
        

      

      
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    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3)
      the
      weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted
      average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be
      amended from time to time by the Depositor in accordance with the provisions
      of
      this Agreement. With respect to any Qualified Substitute Mortgage Loan, the
      Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
      determined in accordance with the definition of Cut-off Date
      herein.

     

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

     

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

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “Net
      Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
      the amount of any collections in respect of Arrearages on the Mortgage Loans,
      (ii) any Overcollateralization Reduction Amount for such Distribution Date
      and
      (iii) the excess of (x) the Available Distribution Amount for such Distribution
      Date over (y) the sum of (A) the Senior Interest Distribution Amount payable
      to
      the Holders of the Class A Certificates, (B) the aggregate Interest Distribution
      Amounts payable to the Holders of the Mezzanine Certificates and (C) the
      Principal Remittance Amount.

     

    
      
        
        

      

      
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    “Net
      Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property)
      as of any date of determination, a per annum rate of interest equal to the
      then
      applicable Mortgage Rate for such Mortgage Loan minus the Administration Fee
      Rate.

     

    “Net
      Simple Interest Excess”: As of any Distribution Date, an amount equal to the
      excess, if any, of the aggregate amount of Simple Interest Excess with respect
      to the Mortgage Loans over the amount of Simple Interest Shortfall with respect
      to the Mortgage Loans.

     

    “Net
      Simple Interest Shortfall”: As of any Distribution Date, an amount equal to the
      excess, if any, of the aggregate amount of Simple Interest Shortfall with
      respect to the Mortgage Loans over the amount of Simple Interest Excess with
      respect to the Mortgage Loans.

     

    “Net
      WAC
      Pass-Through Rate”: The Net WAC Pass-Through Rate for any Distribution Date and
      the Offered Certificates is a rate per annum (adjusted for the actual number
      of
      days elapsed in the related Interest Accrual Period) equal to the weighted
      average of the Net Mortgage Rates on the then outstanding Mortgage Loans,
      weighted based on their Scheduled Principal Balances as of the first day of
      the
      calendar month preceding the month in which such Distribution Date occurs.
      For
      federal income tax purposes, such rate shall be expressed as the weighted
      average of (adjusted for the actual number of days elapsed in the related
      Interest Accrual Period) the REMIC I Remittance Rates on the REMIC I Regular
      Interests, weighted on the basis of the Uncertificated Balance of each such
      REMIC I Regular Interest.

     

    “Net
      WAC
      Rate Carryover Amount”: With respect to any Offered Certificate and any
      Distribution Date on which the Pass-Through Rate is limited to the applicable
      Net WAC Pass-Through Rate, an amount equal to the sum of (i) the excess of
      (x)
      the amount of interest such Class would have been entitled to receive on such
      Distribution Date if the applicable Net WAC Pass-Through Rate would not have
      been applicable to such Class on such Distribution Date over (y) the amount
      of
      interest paid to such Class on such Distribution Date at the applicable Net
      WAC
      Pass-Through Rate plus (ii) the related Net WAC Rate Carryover Amount for the
      previous Distribution Date not previously distributed to such Class together
      with interest thereon at a rate equal to the Pass-Through Rate for such Class
      for the most recently ended Interest Accrual Period without taking into account
      the applicable Net WAC Pass-Through Rate.

     

    “New
      Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
      any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
      to
      renegotiate the terms of such lease.

     

    “Nonrecoverable
      P&I Advance”: Any P&I Advance previously made or proposed to be made in
      respect of a Mortgage Loan or REO Property that, in the good faith business
      judgment of the related Servicer or a successor to the related Servicer
      (including the Master Servicer) will not or, in the case of a proposed P&I
      Advance, would not be ultimately recoverable from related Late Collections,
      Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
      as provided herein or in the related Servicing Agreement.

     

    “Nonrecoverable
      Servicing Advance”: Any Servicing Advance previously made or proposed to be made
      in respect of a Mortgage Loan or REO Property that, in the good faith business
      judgment of the related Servicer or a successor to a Servicer, will not or,
      in
      the case of a proposed Servicing Advance, would not be ultimately recoverable
      from related Late Collections, Insurance Proceeds or Liquidation Proceeds on
      such Mortgage Loan or REO Property as provided herein or in the related
      Servicing Agreement.

     

    
      
        
        

      

      
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    “Non-United
      States Person”: Any Person other than a United States Person.

     

    “Notional
      Amount”: With respect to the Class CE-1 Certificates and any Distribution Date,
      the Uncertificated Balance of the REMIC I Regular Interests (other than REMIC
      I
      Regular Interest I-LTP) for such Distribution Date. As of the Closing Date,
      the
      Notional Amount of the Class CE-1 Certificates is equal to $153,654,880.72.
      

     

    With
      respect to the Class CE-2 Certificates and any Distribution Date, the Notional
      Amount of REMIC I Regular Interest I-LTCE2 for such Distribution Date.


     

    With
      respect to REMIC I Regular Interest I-LTCE2 and any Distribution Date, the
      sum
      of the aggregate principal balances of the (i) Ocwen Mortgage Loans, (ii)
      IndyMac Mortgage Loans, (iii) SPS Mortgage Loans and (iv) WAMU Mortgage Loans
      for such Distribution Date.

     

    “Ocwen”:
      Ocwen Loan Servicing, LLC or any successor thereto appointed hereunder in
      connection with the servicing and administration of the Ocwen Mortgage
      Loans.

     

    “Ocwen
      Mortgage Loans”: The Mortgage Loans serviced by Ocwen pursuant to the terms of
      this Agreement as specified on the Mortgage Loan Schedule.

     

    “Ocwen
      Servicing Fee Rate”: 0.39% per annum.

     

    “Offered
      Certificates”: The Class A Certificates and the Mezzanine Certificates,
      collectively.

     

    “Officer’s
      Certificate”: With respect to any Person, a certificate signed by the Chairman
      of the Board, the Vice Chairman of the Board, the President or a vice president
      (however denominated), or by the Treasurer, the Secretary, or one of the
      assistant treasurers or assistant secretaries of such Person (or in the case
      of
      a Person that is not a corporation, signed by a person or persons having like
      responsibilities).

     

    “One-Month
      LIBOR”: With respect to the Class A Certificates, the Mezzanine Certificates,
      REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5 and any Interest Accrual Period
      therefor, the rate determined by the Securities Administrator on the related
      Interest Determination Date on the basis of the offered rate for one-month
      U.S.
      dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m.
      (London time) on such Interest Determination Date; provided that if such rate
      does not appear on Telerate Page 3750, the rate for such date will be determined
      on the basis of the offered rates of the Reference Banks for one-month U.S.
      dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
      Date. In such event, the Securities Administrator will request the principal
      London office of each of the Reference Banks to provide a quotation of its
      rate.
      If on such Interest Determination Date, two or more Reference Banks provide
      such
      offered quotations, One-Month LIBOR for the related Interest Accrual Period
      shall be the arithmetic mean of such offered quotations (rounded upwards if
      necessary to the nearest whole multiple of 1/16). If on such Interest
      Determination Date, fewer than two Reference Banks provide such offered
      quotations, One-Month LIBOR for the related Interest Accrual Period shall be
      the
      higher of (i) LIBOR as determined on the previous Interest Determination Date
      and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under
      the
      priorities described above, LIBOR for an Interest Determination Date would
      be
      based on LIBOR for the previous Interest Determination Date for the third
      consecutive Interest Determination Date, the Securities Administrator shall
      select an alternative comparable index (over which the Securities Administrator
      has no control), used for determining one-month Eurodollar lending rates that
      is
      calculated and published (or otherwise made available) by an independent party.
      The establishment of One-Month LIBOR by the Securities Administrator and the
      Securities Administrator’s subsequent calculation of the One-Month LIBOR
      Pass-Through Rates for the relevant Interest Accrual Period, shall, in the
      absence of manifest error, be final and binding.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    “One-Month
      LIBOR Pass-Through Rate”: With respect to the Class A Certificates and, for
      purposes of the definition of “Marker Rate”, REMIC I Regular Interest I-LTA, a
      per annum rate equal to One-Month LIBOR plus the related Certificate
      Margin.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM2, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM3, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM4, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC I Regular Interest I-LTM5, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may, without limitation, be
      salaried counsel for the Depositor, a Servicer, the Securities Administrator
      or
      the Master Servicer, acceptable to the Trustee, except that any opinion of
      counsel relating to (a) the qualification of any REMIC as a REMIC or (b)
      compliance with the REMIC Provisions must be an opinion of Independent
      counsel.

     

    “Optional
      Termination Date”: The Distribution Date on which the aggregate principal
      balance of the Mortgage Loans (and properties acquired in respect thereof)
      remaining in the Trust Fund as of the last day of the related Due Period is
      less
      than or equal to 10% of the aggregate principal balance of the Mortgage Loans
      as
      of the Cut-off Date.

     

    
      
        
        

      

      
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    “Overcollateralization
      Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
      sum of the aggregate Scheduled Principal Balances of the Mortgage Loans and
      REO
      Properties immediately following such Distribution Date over (b) the sum of
      the
      aggregate Certificate Principal Balances of the Class A Certificates, the
      Mezzanine Certificates and the Class P Certificates as of such Distribution
      Date
      (after taking into account the payment of the Principal Remittance Amount on
      such Distribution Date).

     

    “Overcollateralization
      Increase Amount”: With respect to any Distribution Date is the amount of Net
      Monthly Excess Cashflow actually applied as an accelerated payment of principal
      to the Classes of Offered Certificates then entitled to distributions of
      principal to the extent the Required Overcollateralization Amount exceeds the
      Overcollateralization Amount.

     

    “Overcollateralization
      Reduction Amount”: With respect to any Distribution Date, the lesser of (i) the
      amount by which the Overcollateralization Amount exceeds the Required
      Overcollateralization Amount and (ii) the Principal Remittance Amount; provided
      however that on any Distribution Date on which a Trigger Event is in effect,
      the
      Overcollateralization Reduction Amount shall equal zero.

     

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

     

    “P&I
      Advance”: As to any Mortgage Loan or REO Property, any advance made by a
      Servicer in respect of any Determination Date pursuant to (i) with respect
      to
      Ocwen, Section 5.03 of this Agreement or by an Advance Financing Person pursuant
      to Section 3.25 of this Agreement, (ii) with respect to any Servicer other
      than
      Ocwen, the related Servicing Agreement or (iii) with respect to a successor
      servicer, Section 8.02 of this Agreement or the related Servicing Agreement
      (which advances shall not include principal or interest shortfalls due to
      bankruptcy proceedings or application of the Relief Act or similar state or
      local laws.) 

     

    “Pass-Through
      Rate”: With respect to the Class A Certificates and the Mezzanine Certificates
      and any Distribution Date, a rate per annum equal to the lesser of (i) the
      One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii) the
      applicable Net WAC Pass- Through Rate for the Distribution Date.

     

    With
      respect to the Class CE-1 Certificates and any Distribution Date, a rate per
      annum equal to the percentage equivalent of a fraction, the numerator of which
      is the sum of the amounts calculated pursuant to clauses (i) through (x) below,
      and the denominator of which is the aggregate Uncertificated Balances of REMIC
      I
      Regular Interest I-LTAA, REMIC I Regular Interest I-LTA, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and
      REMIC I Regular Interest I-LTZZ. For purposes of calculating the Pass-Through
      Rate for the Class CE-1 Certificates, the numerator is equal to the sum of
      the
      following components:

     

    
      
        
        

      

      
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    (i)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest I-LTAA;

     

    (ii)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTA minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTA;

     

    (iii)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTM1 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTM1;

     

    (iv)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTM2 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTM2;

     

    (v)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTM3 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTM3;

     

    (vi)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTM4 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTM4;

     

    (vii)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTM5 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTM5;

     

    (viii)  the
      REMIC
      I Remittance Rate for REMIC I Regular Interest I-LTZZ minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC I Regular
      Interest I-LTZZ; and

     

    (ix)  100%
      of
      the interest on REMIC I Regular Interest I-LTP.

     

    With
      respect to the Class CE-2 Certificates and any Distribution Date, an amount
      equal to 100% of the amounts distributed on REMIC I Regular Interest
      I-LTCE2.

     

    “PCAOB”:
      Means the Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”: With respect to any Class of Certificates (other than the Residual
      Certificates), the undivided percentage ownership in such Class evidenced by
      such Certificate, expressed as a percentage, the numerator of which is the
      initial Certificate Principal Balance represented by such Certificate and the
      denominator of which is the aggregate initial Certificate Principal Balance
      or
      Notional Amount of all of the Certificates of such Class. The Offered
      Certificates are issuable only in minimum Percentage Interests corresponding
      to
      minimum initial Certificate Principal Balances of $25,000 and integral multiples
      of $1.00 in excess thereof. The Class P Certificates are issuable only in
      Percentage Interests corresponding to initial Certificate Principal Balances
      of
      $20 and integral multiples thereof. The Class CE-1 Certificates and the Class
      CE-2 Certificates are issuable only in minimum Percentage Interests
      corresponding to minimum initial Notional Amounts of $10,000 and integral
      multiples of $1.00 in excess thereof; provided, however, that a single
      Certificate of each such Class of Certificates may be issued having a Percentage
      Interest corresponding to the remainder of the aggregate initial Notional Amount
      of such Class or to an otherwise authorized denomination for such Class plus
      such remainder. With respect to any Residual Certificate, the undivided
      percentage ownership in such Class evidenced by such Certificate, as set forth
      on the face of such Certificate. The Residual Certificates are issuable in
      Percentage Interests of 20% and integral multiples of 5% in excess
      thereof.

     

    
      
        
        

      

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

     

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

     

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

     

    (ii)  (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in the highest available rating
      category of Fitch and S&P and provided that each such investment has an
      original maturity of no more than 365 days; and provided further that, if the
      only Rating Agency is S&P and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of S&P if S&P is the Rating
      Agency; and (B) any other demand or time deposit or deposit which is fully
      insured by the FDIC;

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (iii)  repurchase
      obligations with a term not to exceed 30 days with respect to any security
      described in clause (i) above and entered into with a depository institution
      or
      trust company (acting as principal) rated A-1+ or higher by S&P and F-1 or
      higher by Fitch, provided, however, that collateral transferred pursuant to
      such
      repurchase obligation must be of the type described in clause (i) above and
      must
      (A) be valued daily at current market prices plus accrued interest, (B) pursuant
      to such valuation, be equal, at all times, to 105% of the cash transferred
      by a
      party in exchange for such collateral and (C) be delivered to such party or,
      if
      such party is supplying the collateral, an agent for such party, in such a
      manner as to accomplish perfection of a security interest in the collateral
      by
      possession of certificated securities;

     

    (iv)  securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America and that are rated
      by each Rating Agency that rates such securities in its highest long-term
      unsecured rating categories at the time of such investment or contractual
      commitment providing for such investment;

     

    (v)  commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by each Rating
      Agency that rates such securities in its highest short-term unsecured debt
      rating available at the time of such investment;

     

    (vi)  units
      of
      money market funds that have been rated “AAA” by Fitch (if rated by Fitch) or
“AAAm” or “AAAm-G” by S&P including any such money market fund managed or
      advised by the Master Servicer, the Trustee or any of their Affiliates;
      and

     

    (vii)  if
      previously confirmed in writing to the Trustee, any other demand, money market
      or time deposit, or any other obligation, security or investment, as may be
      acceptable to the Rating Agencies as a permitted investment of funds backing
      securities having ratings equivalent to its highest initial rating of the Class
      A Certificates;

     

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

     

    “Permitted
      Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
      Organization or Non-United States Person.

     

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

     

    “Plan”:
      Any employee benefit plan or certain other retirement plans and arrangements,
      including individual retirement accounts and annuities, Keogh plans and bank
      collective investment funds and insurance company general or separate accounts
      in which such plans, accounts or arrangements are invested, that are subject
      to
      ERISA or Section 4975 of the Code.

     

    
      
        
        

      

      
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    “Prepayment
      Assumption”: With
      respect to the Adjustable Rate Mortgage Loans, a prepayment rate of 100% PPC.
      To
      assume 100% PPC is to assume a prepayment rate of 30% CPR. With respect to
      the
      fixed rate Mortgage Loans, a prepayment rate of 100% PPC. To assume 100% PPC
      is
      to assume a prepayment rate of 25% CPR.
      The
      Prepayment Assumption is used solely for determining the accrual of original
      issue discount on the Certificates for federal income tax purposes. A CPR (or
      Constant Prepayment Rate) represents an annualized constant assumed rate of
      prepayment each month of a pool of mortgage loans relative to its outstanding
      principal balance for the life of such pool.

     

    “Prepayment
      Charge”: With respect to any Principal Prepayment, any prepayment premium,
      penalty or charge payable by a Mortgagor in connection with any Principal
      Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage
      Note.

     

    “Prepayment
      Charge Schedule”: As of any date, the list of Mortgage Loans providing for a
      Prepayment Charge included in the Trust Fund on such date, attached hereto
      as
      Schedule 2 (including the prepayment charge summary attached thereto). The
      Depositor shall deliver or cause the delivery of the Prepayment Charge Schedule
      to the related Servicer (other than WAMU), the Master Servicer and the Trustee
      on the Closing Date. The Prepayment Charge Schedule shall set forth the
      following information with respect to each Prepayment Charge:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating the type of Prepayment Charge;

     

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

     

    (iv)  the
      term
      of the related Prepayment Charge;

     

    (v)  the
      original Scheduled Principal Balance of the related Mortgage Loan;
      and

     

    (vi)  the
      Scheduled Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

    “Prepayment
      Interest Excess”: With respect to each Ocwen Mortgage Loan that was the subject
      of a Principal Prepayment in full during the portion of the related Prepayment
      Period occurring between the first day of the calendar month in which such
      Distribution Date occurs and the Determination Date of the calendar month in
      which such Distribution Date occurs, an amount equal to interest (to the extent
      received) at the applicable Net Mortgage Rate on the amount of such Principal
      Prepayment for the number of days commencing on the first day of the calendar
      month in which such Distribution Date occurs and ending on the last date through
      which interest is collected from the related Mortgagor. Ocwen may withdraw
      such
      Prepayment Interest Excess from the Collection Account in accordance with
      Section 3.09(a)(x) of this Agreement. The entitlement of IndyMac, SPS or
      WAMU, if any, with respect to Prepayment Interest Excess is set forth in the
      related Servicing Agreement.

     

    
      
        
        

      

      
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    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each such
      Mortgage Loan that was the subject of a Principal Prepayment in full or in
      part
      during the portion of the related Prepayment Period occurring between the first
      day of the related Prepayment Period and the last day of the calendar month
      preceding the month in which such Distribution Date occurs that was applied
      by
      the related Servicer to reduce the outstanding principal balance of such
      Mortgage Loan on a date preceding the Due Date in the succeeding Prepayment
      Period, an amount equal to interest at the applicable Net Mortgage Rate on
      the
      amount of such Principal Prepayment for the number of days commencing on the
      date on which the prepayment is applied and ending on the last day of the
      calendar month preceding such Distribution Date. The obligations of Ocwen and
      the Master Servicer in respect of any Prepayment Interest Shortfall are set
      forth in Section 3.22 and Section 4.19, respectively of this
      Agreement. The obligations of IndyMac, SPS and WAMU in respect of any Prepayment
      Interest Shortfalls are set forth in the related Servicing
      Agreement.

     

    “Prepayment
      Period”: With respect to the Ocwen Mortgage Loans and any Distribution Date, the
      calendar month preceding the month in which the related Distribution Date occurs
      with respect to Principal Prepayments in part, and the period beginning on
      (and
      including) the 16th
      day of
      the month preceding the related Distribution Date (or, the period commencing
      on
      the Cut-off Date, in connection with the first Prepayment Period) and ending
      on
      (and including) the 15th day of the month in which such Distribution Date occurs
      with respect to Principal Prepayments in full. With respect to the IndyMac
      Mortgage Loans, SPS Mortgage Loans and WAMU Mortgage Loans, the period specified
      in the related Servicing Agreement.

     

    “Principal
      Prepayment”: Any
      voluntary payment of principal made
      by
      the Mortgagor on a Mortgage Loan which is received in advance of its scheduled
      Due Date and which is not accompanied by an amount of interest representing
      the
      full amount of scheduled interest due on any Due Date in any month or months
      subsequent to the month of prepayment.

     

    “Principal
      Distribution Amount”: With respect to any Distribution Date will be the sum of
      (i) the principal portion of all Monthly Payments on the Mortgage Loans due
      during the related Due Period, whether or not received on or prior to the
      related Determination Date and with respect to the Ocwen Mortgage Loans, the
      SPS
      Mortgage Loans and the WAMU Mortgage Loans, the principal portion of all Monthly
      Payments due before the Cut-off Date and collected by the related Servicer
      after
      the Cut-off Date; (ii) the principal portion of all proceeds received in respect
      of the repurchase of a Mortgage Loan or, in the case of a substitution, certain
      amounts representing a principal adjustment, during the immediately preceding
      calendar month pursuant to or as contemplated by Section 2.03,
      Section 3.13(c) and Section 10.01 of this Agreement; (iii) the
      principal portion of all other unscheduled collections, including Insurance
      Proceeds, Liquidation Proceeds, Subsequent Recoveries, and all Principal
      Prepayments in full and in part received during the related Prepayment Period,
      to the extent applied as recoveries of principal on the Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodians, the
      Master Servicer, the Credit Risk Manager, the Securities Administrator or the
      Servicers and (iv) the amount of any Overcollateralization Increase Amount
      for
      such Distribution Date minus (v) the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    “Principal
      Remittance Amount”: With respect to any Distribution Date will be the sum of the
      amounts described in clauses (i) through (iii) of the definition of Principal
      Distribution Amount.

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03, Section 3.13(c) or
      Section 10.01 of this Agreement, and as confirmed by a certification of a
      Servicing Officer of the related Servicer to the Trustee, an amount equal to
      the
      sum of (i) 100% of the Scheduled Principal Balance thereof as of the date of
      purchase (or such other price as provided in Section 10.01 of this
      Agreement), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
      Scheduled Principal Balance at the applicable Net Mortgage Rate in effect from
      time to time from the Due Date as to which interest was last covered by a
      payment by the Mortgagor or a P&I Advance by a Servicer, which payment or
      P&I Advance had as of the date of purchase been distributed pursuant to
      Section 5.01 of this Agreement, through the end of the calendar month in
      which the purchase is to be effected and (y) an REO Property, the sum of (1)
      accrued interest on such Scheduled Principal Balance at the applicable Net
      Mortgage Rate in effect from time to time from the Due Date as to which interest
      was last covered by a payment by the Mortgagor or a P&I Advance by a
      Servicer through the end of the calendar month immediately preceding the
      calendar month in which such REO Property was acquired, plus (2) REO Imputed
      Interest for such REO Property for each calendar month commencing with the
      calendar month in which such REO Property was acquired and ending with the
      calendar month in which such purchase is to be effected, net of the total of
      all
      net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
      that as of the date of purchase had been distributed as or to cover REO Imputed
      Interest pursuant to Section 5.01 of this Agreement, (iii) any unreimbursed
      Servicing Advances and P&I Advances (including Nonrecoverable P&I
      Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
      allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
      withdrawn from the Collection Account pursuant to Section 3.09(a)(ix) and
      Section 3.13(b) of this Agreement or the Custodial Accounts pursuant to
      corresponding sections of the Servicing Agreements and (v) in the case of a
      Mortgage Loan required to be purchased pursuant to Section 2.03 of this
      Agreement, expenses reasonably incurred or to be incurred by a Servicer or
      the
      Trustee in respect of the breach or defect giving rise to the purchase
      obligation and any costs and damages incurred by the Trust Fund and the Trustee
      in connection with any violation by any such Mortgage Loan of any predatory
      or
      abusive lending law.

     

    “QIB”:
      As
      defined in Section 6.01(d).

     

    “Qualified
      Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
      Loan pursuant to the terms of this Agreement which must, on the date of such
      substitution, (i) have an outstanding principal balance, after application
      of
      all scheduled payments of principal and interest due during or prior to the
      month of substitution, not in excess of the Scheduled Principal Balance of
      the
      Deleted Mortgage Loan as of the Due Date in the calendar month during which
      the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) if the mortgage loan is an Adjustable Rate Mortgage Loan, have
      a
      Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
      Mortgage Loan, (iv) if the mortgage loan is an Adjustable Rate Mortgage Loan,
      have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
      Deleted Mortgage Loan, (v) if the mortgage loan is an Adjustable Rate Mortgage
      Loan, have a Gross Margin equal to the Gross Margin of the Deleted Mortgage
      Loan, (vi) if the mortgage loan is an Adjustable Rate Mortgage Loan, have a
      next
      Adjustment Date not more than two months later than the next Adjustment Date
      on
      the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater
      than (and not more than one year less than) that of the Deleted Mortgage Loan,
      (viii) have the same Due Date as the Due Date on the Deleted Mortgage Loan,
      (ix)
      have a Loan-to-Value Ratio as of the date of substitution equal to or lower
      than
      the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) be
      secured by the same lien priority on the related Mortgaged Property as the
      Deleted Mortgage Loan, (xi) have a credit grade at least equal to the credit
      grading assigned on the Deleted Mortgage Loan, (xii) be a “qualified mortgage”
as defined in the REMIC Provisions and (xiii) conform to each representation
      and
      warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
      applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
      loans are substituted for one or more Deleted Mortgage Loans, the amounts
      described in clause (i) hereof shall be determined on the basis of aggregate
      principal balances, the Mortgage Rates described in clause (ii) hereof shall
      be
      determined on the basis of weighted average Mortgage Rates, the terms described
      in clause (vii) hereof shall be determined on the basis of weighted average
      remaining term to maturity, the Loan-to-Value Ratios described in clause (ix)
      hereof shall be satisfied as to each such mortgage loan, the credit grades
      described in clause (x) hereof shall be satisfied as to each such mortgage
      loan
      and, except to the extent otherwise provided in this sentence, the
      representations and warranties described in clause (xii) hereof must be
      satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate,
      as
      the case may be.

     

    
      
        
        

      

      
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    “Rate/Term
      Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not more
      than a nominal amount in excess of the existing first mortgage loan and any
      subordinate mortgage loan on the related Mortgaged Property and related closing
      costs, and were used exclusively (except for such nominal amount) to satisfy
      the
      then existing first mortgage loan and any subordinate mortgage loan of the
      Mortgagor on the related Mortgaged Property and to pay related closing
      costs.

     

    “Rating
      Agency or Rating Agencies”: Fitch and S&P or their successors. If such
      agencies or their successors are no longer in existence, “Rating Agencies” shall
      be such nationally recognized statistical rating agencies, or other comparable
      Persons, designated by the Depositor, notice of which designation shall be
      given
      to the Trustee and the Servicers.

     

    “Realized
      Loss”: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero), as reported by
      the
      related Servicer to the Master Servicer (in substantially the form of Schedule
      4
      hereto, or another form mutually acceptable to the related Servicer and the
      Master Servicer), equal to (i) the unpaid principal balance of such Mortgage
      Loan as of the commencement of the calendar month in which the Final Recovery
      Determination was made, plus (ii) accrued interest from the Due Date as to
      which
      interest was last paid by the Mortgagor through the end of the calendar month
      in
      which such Final Recovery Determination was made, calculated in the case of
      each
      calendar month during such period (A) at an annual rate equal to the annual
      rate
      at which interest was then accruing on such Mortgage Loan and (B) on a principal
      amount equal to the Scheduled Principal Balance of such Mortgage Loan as of
      the
      close of business on the Distribution Date during such calendar month, plus
      (iii) any amounts previously withdrawn from the Collection Account or the
      related Custodial Account in respect of such Mortgage Loan pursuant to
      Section 3.09(a)(ix) and Section 3.13(b) of this Agreement or pursuant
      to corresponding sections of the related Servicing Agreement, minus (iv) the
      proceeds, if any, received in respect of such Mortgage Loan during the calendar
      month in which such Final Recovery Determination was made, net of amounts that
      are payable therefrom to the related Servicer with respect to such Mortgage
      Loan
      pursuant to Section 3.09(a)(iii) of this Agreement or pursuant to the
      related Servicing Agreement.

     

    
      
        
        

      

      
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    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Scheduled Principal Balance of the related Mortgage Loan
      as
      of the close of business on the Distribution Date during such calendar month,
      plus (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, plus (iv) any amounts previously withdrawn from the Collection Account
      or
      the related Custodial Account in respect of the related Mortgage Loan pursuant
      to Section 3.09(a)(ix) and Section 3.13(b) of this Agreement or
      pursuant to corresponding sections of the related Servicing Agreement, as
      applicable, minus (v) the aggregate of all P&I Advances and Servicing
      Advances (in the case of Servicing Advances, without duplication of amounts
      netted out of the rental income, Insurance Proceeds and Liquidation Proceeds
      described in clause (vi) below) made by the related Servicer in respect of
      such
      REO Property or the related Mortgage Loan for which the related Servicer has
      been or, in connection with such Final Recovery Determination, will be
      reimbursed pursuant to Section 3.21 of this Agreement or pursuant to the
      related Servicing Agreement out of rental income, Insurance Proceeds and
      Liquidation Proceeds received in respect of such REO Property, minus (vi) the
      total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Distribution
      Account pursuant to Section 3.21 of this Agreement or pursuant to the
      related Servicing Agreement.

     

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

     

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

     

    
      
        
        

      

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

     

    “Record
      Date”: With respect to each Distribution Date and the Offered Certificates, the
      Business Day immediately preceding such Distribution Date for so long as such
      Certificates are Book-Entry Certificates. With respect to each Distribution
      Date
      and any other Class of Certificates, including any Definitive Certificates,
      the
      last day of the calendar month immediately preceding the month in which such
      Distribution Date occurs.

     

    “Reference
      Banks”: Barclays Bank PLC, The Tokyo Mitsubishi Bank and National Westminster
      Bank PLC and their successors in interest; provided, however, that if any of
      the
      foregoing banks are not suitable to serve as a Reference Bank, then any leading
      banks selected by the Securities Administrator which are engaged in transactions
      in Eurodollar deposits in the International Eurocurrency market (i) with an
      established place of business in London, (ii) not controlling, under the control
      of or under common control with the Depositor or any Affiliate thereof and
      (iii)
      which have been designated as such by the Securities Administrator.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
      the related Mortgaged Property.

     

    “Regular
      Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE-1
      Certificate, Class CE-2 Certificate or Class P Certificate.

     

    “Regular
      Interest”: A “regular interest” in a REMIC within the meaning of
      Section 860G(a)(1) of the Code.

     

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

     

    “Regulation
      S Permanent Global Certificate”: As defined in
      Section 6.01(c).

     

    “Regulation
      S Temporary Global Certificate”: As defined in
      Section 6.01(c).

     

    “Release
      Date”: The 40th day after the later of (i) commencement of the offering of the
      Class CE-1 Certificates or the Class CE-2 Certificates and (ii) the Closing
      Date.

     

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

     

    
      
        
        

      

      
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    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended, or similar state or local
      laws.

     

    “Relief
      Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
      Loan, any reduction in the amount of interest collectible on such Mortgage
      Loan
      for the most recently ended Due Period as a result of the application of the
      Relief Act.

     

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

     

    “REMIC
      I”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
      Charges (other than the Prepayment Charges related to the WAMU Mortgage Loans)
      as from time to time are subject to this Agreement, together with the Mortgage
      Files relating thereto, and together with all collections thereon and proceeds
      thereof; (ii) any REO Property, together with all collections thereon and
      proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage Loans
      under all insurance policies required to be maintained pursuant to this
      Agreement and any proceeds thereof; (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby), the Assignment Agreements and the Servicing Agreements; and (v) the
      Collection Account, the Custodial Accounts, the Distribution Account and any
      REO
      Account, and such assets that are deposited therein from time to time and any
      investments thereof, together with any and all income, proceeds and payments
      with respect thereto. Notwithstanding the foregoing, however, REMIC I
      specifically excludes (i) all payments and other collections of principal and
      interest due on the IndyMac Mortgage Loans on or before the Cut-off Date, (ii)
      all Prepayment Charges payable in connection with Principal Prepayments made
      before the Cut-off Date, (iii) Prepayment Charges on the WAMU Mortgage Loans,
      (iv) the Reserve Fund and any amounts on deposit therein from time to time
      and
      any proceeds thereof and (v) the Cap Contract.

     

    “REMIC
      I
      Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) the aggregate Scheduled Principal Balance
      of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC
      I
      Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate,
      divided by (b) 12.

     

    “REMIC
      I
      Overcollateralization Amount”: With respect to any date of determination, (i) 1%
      of the aggregate Uncertificated Balances of the REMIC I Regular Interests (other
      than the REMIC I Regular Interest I-LTP) minus (ii) the aggregate of the
      Uncertificated Balances of REMIC I Regular Interest I-LTA, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest I-LTM5,
      in
      each case as of such date of determination.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    “REMIC
      I
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) the aggregate Scheduled Principal Balance
      of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate of the
      Uncertificated Balances of REMIC I Regular Interest I-LTA, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5 and
      the
      denominator of which is the aggregate of the Uncertificated Balances of REMIC
      I
      Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest
      I-LTZZ.

     

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

     

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

     

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

     

    “REMIC
      I
      Regular Interest I-LTM1”: One of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a Regular
      Interest in REMIC I. REMIC I Regular Interest I-LTM1 shall accrue interest
      at
      the related REMIC I Remittance Rate in effect from time to time, and shall
      be
      entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

    “REMIC
      I
      Regular Interest I-LTM2”: One of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a Regular
      Interest in REMIC I. REMIC I Regular Interest I-LTM2 shall accrue interest
      at
      the related REMIC I Remittance Rate in effect from time to time, and shall
      be
      entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    “REMIC
      I
      Regular Interest I-LTM3”: One of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a Regular
      Interest in REMIC I. REMIC I Regular Interest I-LTM3 shall accrue interest
      at
      the related REMIC I Remittance Rate in effect from time to time, and shall
      be
      entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

    “REMIC
      I
      Regular Interest I-LTM4”: One of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a Regular
      Interest in REMIC I. REMIC I Regular Interest I-LTM4 shall accrue interest
      at
      the related REMIC I Remittance Rate in effect from time to time, and shall
      be
      entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

    “REMIC
      I
      Regular Interest I-LTM5”: One of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a Regular
      Interest in REMIC I. REMIC I Regular Interest I-LTM5 shall accrue interest
      at
      the related REMIC I Remittance Rate in effect from time to time, and shall
      be
      entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

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

     

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

     

    “REMIC
      I
      Regular Interest I-LTCE2”: One of the separate non-certificated beneficial
      ownership interests in REMIC I issued hereunder and designated as a Regular
      Interest in REMIC I. REMIC I Regular Interest I-LTCE2 shall accrue interest
      at
      the related REMIC I Remittance Rate in effect from time to time. REMIC I Regular
      Interest I-LTCE2 shall not be entitled to distributions of
      principal.

     

    “REMIC
      I
      Remittance Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC I
      Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTZZ and
      REMIC I Regular Interest I-LTP, the weighted average of the Net Mortgage Rates
      of the Mortgage Loans. With respect to REMIC I Regular Interest I-LTCE2, a
      weighted average per annum rate, determined on a Mortgage Loan by Mortgage
      Loan
      basis (and solely with respect to the Ocwen Mortgage Loans, IndyMac Mortgage
      Loans, SPS Mortgage Loans and WAMU Mortgage Loans), equal to the excess, if
      any,
      of (i) the excess of (a) the Mortgage Rate for each such Mortgage Loan over
      (b)
      the sum of the (x) Ocwen Servicing Fee Rate, IndyMac Servicing Fee Rate, SPS
      Servicing Fee Rate or WAMU Servicing Fee Rate, as applicable, and provided,
      however, that each such rate shall be subject to a cap equal to the Servicing
      Fee Rate, (y) the Master Servicing Fee Rate and (z) Credit Risk Management
      Fee
      Rate, over (ii) the Net Mortgage Rate of each such Mortgage Loan.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    “REMIC
      I
      Required Overcollateralization Amount”: 1% of the Required Overcollateralization
      Amount.

     

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

     

    “REMIC
      II
      Certificate”: Any Regular Certificate or Class R Certificate.

     

    “REMIC
      II
      Certificateholder”: The Holder of any REMIC II Certificate.

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to real estate
      mortgage investment conduits, which appear at Section 860A through 860G of
      the
      Code, and related provisions, and proposed, temporary and final regulations
      and
      published rulings, notices and announcements promulgated thereunder, as the
      foregoing may be in effect from time to time.

     

    “Remittance
      Report”: A report by Ocwen pursuant to Section 5.03(a) of this Agreement or
      by IndyMac, SPS or WAMU pursuant to the related Servicing
      Agreement.

     

    “Rents
      from Real Property”: With respect to any REO Property, gross income of the
      character described in Section 856(d) of the Code as being included in the
      term “rents from real property.”

     

    “REO
      Account”: The account or accounts maintained, or caused to be maintained, by
      Ocwen in respect of an REO Property pursuant to Section 3.21 of this
      Agreement or by IndyMac, SPS or WAMU pursuant to the related Servicing
      Agreement.

     

    “REO
      Disposition”: The sale or other disposition of an REO Property on behalf of
      REMIC I.

     

    “REO
      Imputed Interest”: As to any REO Property, for any calendar month during which
      such REO Property was at any time part of REMIC I, one month’s interest at the
      applicable Net Mortgage Rate on the Scheduled Principal Balance of such REO
      Property (or, in the case of the first such calendar month, of the related
      Mortgage Loan, if appropriate) as of the close of business on the Distribution
      Date in such calendar month.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    “REO
      Principal Amortization”: With respect to any REO Property, for any calendar
      month, the excess, if any, of (a) the aggregate of all amounts received in
      respect of such REO Property during such calendar month, whether in the form
      of
      rental income, sale proceeds (including, without limitation, that portion of
      the
      Termination Price paid in connection with a purchase of all of the Mortgage
      Loans and REO Properties pursuant to Section 10.01 of this Agreement that
      is allocable to such REO Property) or otherwise, net of any portion of such
      amounts (i) payable in respect of the proper operation, management and
      maintenance of such REO Property or (ii) payable or reimbursable to Ocwen
      pursuant to Section 3.21(d) of this Agreement or IndyMac, SPS or WAMU
      pursuant to the related Servicing Agreement for unpaid Servicing Fees in respect
      of the related Mortgage Loan and unreimbursed Servicing Advances and P&I
      Advances in respect of such REO Property or the related Mortgage Loan, over
      (b)
      the REO Imputed Interest in respect of such REO Property for such calendar
      month.

     

    “REO
      Property”: A Mortgaged Property acquired by Ocwen or its nominee on behalf of
      REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in
      Section 3.21 of this Agreement or by IndyMac, SPS or WAMU pursuant to the
      related Servicing Agreement.

     

    “Reportable
      Event”: Has the meaning set forth in Section 5.06(b) of this
      Agreement.

     

    “Required
      Overcollateralization Amount”: With respect to any Distribution Date (i) prior
      to the Stepdown Date, the product of (a) 6.35% and (b) the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or
      after
      the Stepdown Date provided a Trigger Event is not in effect, the greater of
      (a)
      the product of (x) 12.70% and (y) the aggregate Scheduled Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period and (b) an
      amount equal to the product of (x) 0.50% and (y) the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date, and (iii) on
      or
      after the Stepdown Date and a Trigger Event is in effect, the Required
      Overcollateralization Amount for the immediately preceding Distribution Date.
      Notwithstanding the foregoing, on and after any Distribution Date following
      the
      reduction of the aggregate Certificate Principal Balance of the Class A
      Certificates and the Mezzanine Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     

    “Reserve
      Fund”: A fund created pursuant to Section 3.24 which shall be an asset of
      the Trust Fund but which shall not be an asset of any Trust REMIC.

     

    “Reserve
      Interest Rate”: With respect to any Interest Determination Date, the rate per
      annum that the Securities Administrator determines to be either (i) the
      arithmetic mean (rounded upwards if necessary to the nearest whole multiple
      of
      1/16%) of the one-month U.S. dollar lending rates which New York City banks
      selected by the Securities Administrator, after consultation with the Depositor,
      are quoting on the relevant Interest Determination Date to the principal London
      offices of leading banks in the London interbank market or (ii) in the event
      that the Securities Administrator can determine no such arithmetic mean, the
      lowest one-month U.S. dollar lending rate which New York City banks selected
      by
      the Securities Administrator are quoting on such Interest Determination Date
      to
      leading European banks.

     

    
      
        
        

      

      
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    “Residential
      Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
      detached two- to four-family dwelling, (iii) a one-family dwelling unit in
      a
      Fannie Mae eligible condominium project, (iv) a cooperative, (v) a manufactured
      home, (vi) a detached one-family dwelling in a planned unit development or
      (vii)
      a townhouse, none of which is a mobile home.

     

    “Residual
      Certificate”: Any one of the Class R Certificates.

     

    “Residual
      Interest”: The sole class of “residual interests” in a REMIC within the meaning
      of Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer”: When used with respect to the Trustee, any officer of the Trustee
      having direct responsibility for the administration of this Agreement and,
      with
      respect to a particular matter, to whom such matter is referred because of
      such
      officer’s knowledge of and familiarity with the particular subject.

     

    “Rule
      144A”: As defined in Section 6.01(d).

     

    “S&P”:
      Standard and Poor’s Ratings Service, a division of the McGraw-Hill Companies,
      Inc.

     

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

     

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

     

    “Scheduled
      Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
      Date, the outstanding principal balance of such Mortgage Loan as of such date
      as
      set forth on the Mortgage Loan Schedule; (b) as of any Due Date subsequent
      to
      the Cut-off Date up to and including the Due Date in the calendar month in
      which
      a Liquidation Event occurs with respect to such Mortgage Loan, the outstanding
      principal balance of such Mortgage Loan as of the Cut-off Date, minus the sum
      of
      (i) the principal portion of each Monthly Payment due on or before such Due
      Date
      but subsequent to the Cut-off Date, whether or not received, (ii) the principal
      portion of all Monthly Payments on the Mortgage Loans, other than the IndyMac
      Mortgage Loans, due before the Cut-off Date and collected by the related
      Servicer after the Cut-off Date, (iii) all Principal Prepayments received before
      such Due Date but after the Cut-off Date, (iv) the principal portion of all
      Liquidation Proceeds and Insurance Proceeds received before such Due Date but
      after the Cut-off Date, net of any portion thereof that represents principal
      due
      (without regard to any acceleration of payments under the related Mortgage
      and
      Mortgage Note) on a Due Date occurring on or before the date on which such
      proceeds were received and (v) any Realized Loss incurred with respect thereto
      as a result of a Deficient Valuation occurring before such Due Date, but only
      to
      the extent such Realized Loss represents a reduction in the portion of principal
      of such Mortgage Loan not yet due (without regard to any acceleration of
      payments under the related Mortgage and Mortgage Note) as of the date of such
      Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence
      of
      a Liquidation Event with respect to such Mortgage Loan, zero. With respect
      to
      any REO Property: (a) as of any Due Date subsequent to the date of its
      acquisition on behalf of the Trust Fund up to and including the Due Date in
      the
      calendar month in which a Liquidation Event occurs with respect to such REO
      Property, an amount (not less than zero) equal to the Scheduled Principal
      Balance of the related Mortgage Loan as of the Due Date in the calendar month
      in
      which such REO Property was acquired, minus the aggregate amount of REO
      Principal Amortization, if any, in respect of REO Property for all previously
      ended calendar months; and (b) as of any Due Date subsequent to the occurrence
      of a Liquidation Event with respect to such REO Property, zero.

     

    
      
        
        

      

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

     

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

     

    “Senior
      Interest Distribution Amount”: With respect to any Distribution Date, an amount
      equal to the sum of (i) the Interest Distribution Amount for such Distribution
      Date for the Class A Certificates and (ii) the Interest Carry Forward Amount,
      if
      any, for such Distribution Date for the Class A Certificates.

     

    “Servicer”:
      Ocwen, IndyMac, SPS or WAMU, or any successor thereto appointed hereunder or
      under the related Servicing Agreement, as applicable, in connection with the
      servicing and administration of the related Mortgage Loans.

     

    “Servicer
      Event of Default”: One or more of the events described in
      Section 8.01(a).

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date and (i) Ocwen, on or
      before 12:00 noon New York time on the 22nd day of the month in which such
      Distribution Date occurs; provided that if such 22nd day of a given month is
      not
      a Business Day, the Servicer Remittance Date for such month shall be the
      Business Day immediately preceding such 22nd day, and (ii) IndyMac, SPS or
      WAMU,
      as set forth in the related Servicing Agreement.

     

    
      
        
        

      

      
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    “Servicer
      Report”: A report (substantially in the form of Schedules 3, 4 and 5 hereto) or
      otherwise in form and substance acceptable to the related Servicer, the Master
      Servicer and the Securities Administrator on an electronic data file or tape
      prepared by the related Servicer pursuant to Section 5.03(a) of this
      Agreement or pursuant to the related Servicing Agreement, as applicable, with
      such additions, deletions and modifications as agreed to by the Master Servicer,
      the Securities Administrator and the related Servicer.

     

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

     

    “Servicing
      Advances”: The
      customary and reasonable “out-of-pocket” costs and expenses incurred prior to or
      on or after the Cut-off Date (the amounts incurred prior to the Cut-off Date
      shall be identified on the Servicing Advance Schedule by (a) the related
      Servicer with respect to any Mortgage Loans that were transferred to such
      Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to
      any
      Mortgage Loans that were transferred to the related Servicer after the Cut-off
      Date, as applicable) by a Servicer in connection with a default, delinquency
      or
      other unanticipated event by such Servicer in the performance of its servicing
      obligations, including, but not limited to, the cost of (i) the preservation,
      restoration and protection of a Mortgaged Property, (ii) any enforcement or
      judicial proceedings, including but not limited to foreclosures, in respect
      of a
      particular Mortgage Loan, including any expenses incurred in relation to any
      such proceedings that result from the Mortgage Loan being registered on the
      MERS® System, (iii) the management (including reasonable fees in connection
      therewith) and liquidation of any REO Property, (iv) the performance of its
      obligations under Section 3.01, Section 3.07, Section 3.11,
      Section 3.13 and Section 3.21 of this Agreement or under the
      corresponding provisions of the related Servicing Agreement, (v) obtaining
      any
      legal documentation required to be included in the Mortgage File and/or
      correcting any outstanding title issues (i.e. any lien or encumbrance on the
      Mortgaged Property that prevents the effective enforcement of the intended
      lien
      position) reasonably necessary for the related Servicer to perform its
      obligations under this Agreement or under the related Servicing Agreement,
      as
      applicable, and (vi) refunding to any Mortgagor the portion of any prepaid
      origination fees or finance charges that are subject to reimbursement upon
      a
      Principal Prepayment in full of the related Mortgage Loan to the extent such
      refund is required by applicable law. Servicing Advances also include any
      reasonable “out-of-pocket” cost and expenses (including legal fees) incurred by
      the related Servicer in connection with executing and recording instruments
      of
      satisfaction, deeds of reconveyance or Assignments to the extent not recovered
      from the Mortgagor or otherwise payable under this Agreement or under the
      related Servicing Agreement, as applicable. The Servicers shall not be required
      to make any Nonrecoverable Servicing Advances.

     

    “Servicing
      Advance Schedule”: With respect to any Servicing Advances incurred prior to the
      Cut-off Date, the schedule or schedules provided by (a) the related Servicer
      with respect to any Mortgage Loans that were transferred to such Servicer prior
      to the Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans
      that were transferred to the related Servicer after the Cut-off Date, as
      applicable, to the Master Servicer and, if such schedule is provided by the
      Depositor, the related Servicer, on the date on which such Servicer seeks
      reimbursement for a Servicing Advance made prior to the Cut-off Date, which
      schedule or schedules shall contain the information set forth on Schedule
      6.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    “Servicing
      Agreements”: Collectively, the IndyMac Servicing Agreement, the SPS Servicing
      Agreement and the WAMU Servicing Agreement.

     

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

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one-twelfth of the product of the Servicing Fee Rate multiplied by
      the
      Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
      preceding calendar month. The Servicing Fee is payable solely from collections
      of interest on the Mortgage Loans or as otherwise provided herein or in the
      related Servicing Agreement; provided, however, the Servicers shall only be
      entitled to a portion of the servicing fee calculated at the Ocwen Servicing
      Fee
      Rate, the IndyMac Servicing Fee Rate, the SPS Servicing Fee Rate or the WAMU
      Servicing Fee Rate, as applicable.

     

    “Servicing
      Fee Rate”: 0.50% per annum.

     

    “Servicing
      Function Participant”: Means any Sub-Servicer, Subcontractor or any other
      Person, other than each Servicer, the Master Servicer, each Custodian, the
      Trustee and the Securities Administrator, that is determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, without regard to any threshold referenced therein.

     

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

     

    “Simple
      Interest Excess”: As of any Determination Date for each Simple Interest
      Qualifying Loan, the excess, if any, of (i) the portion of the Monthly Payment
      received from the Mortgagor for such Mortgage Loan allocable to interest with
      respect to the related Due Period, over (ii) 30 days’ interest on the Scheduled
      Principal Balance of such Mortgage Loan at the Mortgage Rate.

     

    “Simple
      Interest Excess Sub-Account”: The sub-account of the Collection Account
      established by Ocwen pursuant to Section 3.08(b). Each Simple Interest
      Excess Sub-Account shall be an Eligible Account.

     

    “Simple
      Interest Mortgage Loan”: Any Mortgage Loan for which the interest due thereon is
      calculated based on the actual number of days elapsed between the date on which
      interest was last paid through the date on which the most current payment is
      received and identified as such on the Mortgage Loan Schedule.

     

    
      
        
        

      

      
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    “Simple
      Interest Qualifying Loan”: As of any Determination Date, any Simple Interest
      Mortgage Loan that was neither prepaid in full during the related Due Period,
      nor delinquent with respect to a payment that became due during the related
      Due
      Period as of the close of business on the Determination Date following such
      Due
      Period.

     

    “Simple
      Interest Shortfall”: As of any Determination Date for each Simple Interest
      Qualifying Loan, the excess, if any, of (i) 30 days’ interest on the Scheduled
      Principal Balance of such Mortgage Loan at the Mortgage Rate, over (ii) the
      portion of the Monthly Payment received from the Mortgagor for such Mortgage
      Loan allocable to interest with respect to the related Due Period.

     

    “Single
      Certificate”: With respect to any Class of Certificates (other than the Residual
      Certificates), a hypothetical Certificate of such Class evidencing a Percentage
      Interest for such Class corresponding to an initial Certificate Principal
      Balance of $1,000. With respect to the Residual Certificates, a hypothetical
      Certificate of such Class evidencing a 100% Percentage Interest in such
      Class.

     

    “Sponsor”:
      DB Structured Products, Inc. or its successor in interest, in its capacity
      as
      seller under the Mortgage Loan Purchase Agreement.

     

    “SPS”:
      Select Portfolio Servicing, Inc. or any successor thereto.

     

    “SPS
      Assignment Agreement”: The Assignment, Assumption and Recognition Agreement,
      dated as of November 30, 2005, by and among the Sponsor, the Depositor and
      SPS evidencing the assignment of the SPS Servicing Agreement to the extent
      of
      the servicing of the SPS Mortgage Loans, to the Depositor.

     

    “SPS
      Mortgage Loans”: The Mortgage Loans being serviced by SPS pursuant to the SPS
      Servicing Agreement.

     

    “SPS
      Servicing Agreement”: The Servicing Agreement dated as of October 31, 2006,
      by and between the Sponsor and SPS, as modified by the SPS Assignment
      Agreement.

     

    “SPS
      Servicing Fee Rate”: 0.40% per annum.

     

    “Startup
      Day”: With respect to each Trust REMIC, the day designated as such pursuant to
      Section 11.01(b) hereof.

     

    “Stepdown
      Date”: The earlier to occur of (i) the later to occur of (a) the Distribution
      Date occurring in December 2009 and (b) the first Distribution Date on which
      the
      Credit Enhancement Percentage (calculated for this purpose only after taking
      into account collections of principal on the Mortgage Loans but prior to any
      distribution of the Principal Distribution Amount to the holders of the
      Certificates then entitled to distributions of principal on such Distribution
      Date) is equal to or greater than 54.60% and (ii) the first Distribution Date
      following the Distribution Date on which the Certificate Principal Balance
      of
      the Class A Certificates has been reduced to zero.

     

    
      
        
        

      

      
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    “Subcontractor”:
      means any vendor, subcontractor or other Person that is not responsible for
      the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB (without regard to any threshold
      percentage specified therein) with respect to Mortgage Loans under the direction
      or authority of any Servicer (or a Sub-Servicer of any Servicer), the Master
      Servicer, the Trustee, the Custodian or the Securities
      Administrator.

     

    “Subordinate
      Certificates”: Collectively, the Mezzanine Certificates and the Class CE-1
      Certificates.

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received during the related
      Prepayment Period by the related Servicer specifically related to a defaulted
      Mortgage Loan or disposition of an REO Property prior to the related Prepayment
      Period that resulted in a Realized Loss, after the liquidation or disposition
      of
      such defaulted Mortgage Loan, net of any amounts reimbursable to such Servicer
      related to obtaining such Subsequent Recovery.

     

    “Sub-Servicer”:
      Means any Person that (i) is considered to be a Servicing Function Participant,
      (ii) services Mortgage Loans on behalf of any Servicer, the Master Servicer,
      the
      Securities Administrator or the Trustee, and (iii) is responsible for the
      performance (whether directly or through sub-servicers or Subcontractors) of
      a
      substantial portion of the material Servicing functions required to be performed
      under this Agreement or any related Sub-Servicing Agreement that is identified
      in Item 1122(d) of Regulation AB.

     

    “Sub-Servicing
      Agreement”: The written contract between a Servicer and a Sub-Servicer relating
      to servicing and administration of certain Mortgage Loans as provided in
      Section 3.02 of this Agreement or the related Servicing Agreement, as
      applicable.

     

    “Substitution
      Shortfall Amount”: As defined in Section 2.03 of this
      Agreement.

     

    “Tax
      Returns”: The federal income tax return on Internal Revenue Service Form 1066,
      U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
      Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
      Taxable Income or Net Loss Allocation, or any successor forms, to be filed
      on
      behalf of the Trust REMICs under the REMIC Provisions, together with any and
      all
      other information reports or returns that may be required to be furnished to
      the
      Certificateholders or filed with the Internal Revenue Service or any other
      governmental taxing authority under any applicable provisions of federal, state
      or local tax laws.

     

    “Telerate
      Page 3750”: The display designated as page “3750” on the Dow Jones Telerate
      Capital Markets Report (or such other page as may replace page 3750 on that
      report for the purpose of displaying London interbank offered rates of major
      banks).

     

    “Termination
      Price”: As defined in Section 10.01.

     

    “Terminator”:
      As defined in Section 10.01.

     

    “Transfer”:
      Any direct or indirect transfer, sale, pledge, hypothecation, or other form
      of
      assignment of any Ownership Interest in a Certificate.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    “Transferee”:
      Any Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “Transferor”:
      Any Person who is disposing by Transfer of any Ownership Interest in a
      Certificate.

     

    “Trigger
      Event”: A Trigger Event has occurred with respect to a Distribution Date on or
      after the Stepdown Date if either (x) the Delinquency Percentage exceeds 29.30%
      of the Credit Enhancement Percentage of the Class A Certificates with respect
      to
      such Distribution Date or (y) the aggregate amount of Realized Losses incurred
      since the Cut-off Date through the last day of the related Due Period divided
      by
      the aggregate principal balance of the Mortgage Loans as of the Cut-off Date
      exceeds the applicable percentages set forth below with respect to such
      Distribution Date:

     

    
      	
              Distribution
                Date

            	 	
              Percentage

            
	
              December
                2008 to November 2009

            	 	 1.65%,
              plus 1/12 of 2.45% for each month thereafter
	
              December
                2009 to November 2010

            	 	 4.10%,
              plus 1/12 of 1.90% for each month thereafter
	
              December
                2010 to November 2011

            	 	 6.00%,
              plus 1/12 of 1.25% for each month thereafter
	
              December
                2011 to November 2012

            	 	 7.25%,
              plus 1/12 of 0.25% for each month thereafter
	
              December
                2012 and thereafter

            	 	 7.50%


    

    


    “Trust”:
      ACE Securities Corp., Home Equity Loan Trust, Series 2006-SD3, the trust created
      hereunder.

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I, REMIC II and the Reserve Fund
      and any amounts on deposit therein and any proceeds thereof, the Prepayment
      Charges (other than Prepayment Charges related to the WAMU Mortgage Loans)
      and
      the Cap Contract.

     

    “Trust
      REMIC”: REMIC I or REMIC II.

     

    “Trustee”:
      HSBC Bank USA, National Association a national banking association, or its
      successor in interest, or any successor trustee appointed as herein
      provided.

     

    “Uncertificated
      Balance”: The principal amount of each of the REMIC I Regular Interests
      outstanding as of any date of determination. As of the Closing Date, the
      Uncertificated Balance of each REMIC I Regular Interest shall equal the amount
      set forth in the Preliminary Statement hereto as its initial uncertificated
      balance. On each Distribution Date, the Uncertificated Balance of each REMIC
      I
      Regular Interest shall be reduced by all distributions of principal made on
      such
      REMIC I Regular Interest on such Distribution Date pursuant to Section 5.01
      of
      this Agreement and, if and to the extent necessary and appropriate, shall be
      further reduced on such Distribution Date by Realized Losses as provided in
      Section 5.04 of this Agreement and the Uncertificated Balance of REMIC I Regular
      Interest I-LTZZ shall be increased by interest deferrals as provided in Section
      5.01(a)(1)(i) of this Agreement. The Uncertificated Balance of each REMIC I
      Regular Interest shall never be less than zero.

     

    “Uncertificated
      Interest”: With respect to any REMIC I Regular Interest for any Distribution
      Date, one month’s interest at the REMIC I Remittance Rate applicable to such
      REMIC I Regular Interest for such Distribution Date, accrued on the
      Uncertificated Balance thereof immediately prior to such Distribution Date.
      Uncertificated Interest in respect of each REMIC I Regular Interests shall
      accrue on the basis of a 360-day year consisting of twelve 30-day months.
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      I Regular Interest, shall be reduced by an amount equal to the sum of (a) the
      aggregate Prepayment Interest Shortfall, if any, for such Distribution Date
      to
      the extent not covered by payments pursuant to Section 3.22 or Section 4.19
      of
      this Agreement or pursuant to the Servicing Agreements and (b) the aggregate
      amount of any Relief Act Interest Shortfall, if any allocated, in each case,
      to
      such REMIC I Regular Interest or REMIC I Regular Interest pursuant to Section
      1.02 of this Agreement. In addition, Uncertificated Interest with respect to
      each Distribution Date, as to any Uncertificated REMIC Regular Interest, shall
      be reduced by Realized Losses, if any, allocated to such Uncertificated REMIC
      Regular Interest pursuant to Section 1.02 and Section 5.04 of this
      Agreement.

     

    
      
        
        

      

      
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    “Uninsured
      Cause”: Any cause of damage to a Mortgaged Property such that the complete
      restoration of such property is not fully reimbursable by the hazard insurance
      policies required to be maintained pursuant to Section 3.11 of this
      Agreement.

     

    “United
      States Person”: A citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in, or under the laws of,
      the
      United States or any political subdivision thereof (except, in the case of
      a
      partnership, to the extent provided in regulations) provided that, for purposes
      solely of the restrictions on the transfer of any Class R Certificate, no
      partnership or other entity treated as a partnership for United States federal
      income tax purposes shall be treated as a United States Person unless all
      persons that own an interest in such partnership either directly or through
      any
      entity that is not a corporation for United States federal income tax purposes
      are required to be United States Persons, or an estate whose income is subject
      to United States federal income tax regardless of its source, or a trust if
      a
      court within the United States is able to exercise primary supervision over
      the
      administration of the trust and one or more United States persons have the
      authority to control all substantial decisions of the trust. To the extent
      prescribed in regulations by the Secretary of the Treasury, a trust which was
      in
      existence on August 20, 1996 (other than a trust treated as owned by the grantor
      under subpart E of part I of subchapter J of chapter I of the Code), and which
      was treated as a United States person on August 20, 1996 may elect to continue
      to be treated as a United States person notwithstanding the previous sentence.
      The term “United States” shall have the meaning set forth in Section 7701
      of the Code.

     

    “Value”:
      With respect to any Mortgaged Property, the lesser of (i) the lesser of (a)
      the
      value thereof as determined by an appraisal made for the related originator
      of
      the Mortgage Loan at the time of origination of the Mortgage Loan by an
      appraiser who met the minimum requirements of Fannie Mae and Freddie Mac and
      (b)
      the value thereof as determined by a review appraisal conducted by the related
      originator of the Mortgage Loan in accordance with the related originator’s
      underwriting guidelines, (ii) the purchase price paid for the related Mortgaged
      Property by the Mortgagor with the proceeds of the Mortgage Loan; provided,
      however, (A) in the case of a Refinanced Mortgage Loan, such value of the
      Mortgaged Property is based solely upon the lesser of (1) the value determined
      by an appraisal made for the related originator of the Mortgage Loan of such
      Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage
      Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie
      Mac and (2) the value thereof as determined by a review appraisal conducted
      by
      the related originator of the Mortgage Loan in accordance with the related
      originator’s underwriting guidelines, and (B) in the case of a Mortgage Loan
      originated in connection with a “lease-option purchase,” such value of the
      Mortgaged Property is based on the lower of the value determined by an appraisal
      made for the related originator of such Mortgage Loan at the time of origination
      or the sale price of such Mortgaged Property if the “lease option purchase
      price” was set less than 12 months prior to origination, and is based on the
      value determined by an appraisal made for the originator of such Mortgage Loan
      at the time of origination if the “lease option purchase price” was set 12
      months or more prior to origination and (iii) the value determined pursuant
      to a
      broker’s price opinion or an automated value model conducted on behalf of the
      Sponsor.

     

    
      
        
        

      

      
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    “Verification
      Report”: As defined in Section 4.20.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any such Certificate. With respect to any date of determination,
      98% of all Voting Rights will be allocated among the Holders of the Class A
      Certificates, the Mezzanine Certificates and the Class CE-1 Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, 1% of all Voting Rights will be allocated among the
      Holders of the Class P Certificates and 1% of all Voting Rights will be
      allocated among the Holders of the Class R Certificates. The Voting Rights
      allocated to each Class of Certificate shall be allocated among Holders of
      each
      such Class in accordance with their respective Percentage Interests as of the
      most recent Record Date.

     

    “WAMU”:
      Washington Mutual Bank or any successor thereto.

     

    “WAMU
      Assignment Agreement”: The Assignment, Assumption and Recognition Agreement,
      dated as of November 30, 2006, by and among the Sponsor, the Depositor and
      WAMU evidencing the assignment of the WAMU Servicing Agreement to the extent
      of
      the servicing of the WAMU Mortgage Loans, to the Depositor.

     

    “WAMU
      Mortgage Loans”: The Mortgage Loans being serviced by WAMU as of the Closing
      Date pursuant to the WAMU Servicing Agreement.

     

    “WAMU
      Servicing Agreement”: The Servicing Agreement, dated as of September 1,
      2006, by and between the Sponsor and WAMU, as modified by the WAMU Assignment
      Agreement.

     

    “WAMU
      Servicing Fee Rate”: 0.27811% per annum.

     

    “Wells
      Fargo Custodial Agreement”: The Custodial Agreement dated as of October 31,
      2006, among the Trustee, Ocwen, SPS, WAMU and Wells Fargo Bank, National
      Association as a Custodian, as may be amended or supplemented from time to
      time.

     

    
      
        
        

      

      
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    SECTION
      1.02  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A, Mezzanine and Class
      CE-1 Certificates for any Distribution Date, (1) the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicers pursuant to Section 3.22 of this Agreement or pursuant to the
      related Servicing Agreement or by the Master Servicer pursuant to
      Section 4.19 of this Agreement) and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated first, to the Class CE-1 Certificates, second, to the Class M-5
      Certificates, third, to the Class M-4 Certificates, fourth, to the Class M-3
      Certificates, fifth, to the Class M-2 Certificates, sixth, to the Class M-1
      Certificates and seventh, to the Class A Certificates, in each case based on,
      and to the extent of, one month’s interest at the then applicable respective
      Pass-Through Rate on the respective Certificate Principal Balance or Notional
      Amount, as applicable, of each such Certificate and (2) the aggregate amount
      of
      any Realized Losses allocated to the Mezzanine Certificates and Net WAC Rate
      Carryover Amounts paid to the Class A Certificates and the Mezzanine
      Certificates incurred for any Distribution Date shall be allocated to the Class
      CE-1 Certificates on a pro rata basis based on, and to the extent of, one
      month’s interest at the then applicable respective Pass-Through Rate on the
      respective Certificate Principal Balance or Notional Amount thereof, as
      applicable.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicers pursuant to Section 3.22 of this Agreement or the related Servicing
      Agreement or by the Master Servicer pursuant to Section 4.19 of this Agreement)
      and any Relief Act Interest Shortfalls incurred in respect of the Mortgage
      Loans
      for any Distribution Date shall be allocated among REMIC I Regular Interest
      I-LTAA, REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC
      I
      Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
      Interest I-LTM4, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest
      I-LTZZ pro rata based on, and to the extent of, one month’s interest at the then
      applicable respective REMIC I Remittance Rate on the respective Uncertificated
      Balance of each such REMIC I Regular Interest.

     

    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS; 


    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01  Conveyance
      of the Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, on behalf of
      the
      Trust, without recourse, for the benefit of the Certificateholders, all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to the Mortgage Loans
      identified on the Mortgage Loan Schedule, the rights (but not the obligations)
      of the Depositor under the Mortgage Loan Purchase Agreement, the Servicing
      Agreements, the Assignment Agreements (including, without limitation the right
      to enforce the obligations of the other parties thereto thereunder), the Cap
      Contract, the right to any payments made by the Cap Counterparty under the
      Cap
      Contract and the right to all other assets included or to be included in REMIC
      I. Such assignment includes all interest and principal due on any Due Date
      following the Cut-off Date and, with respect to the Mortgage Loans other than
      the Indymac Mortgage Loans, all interest and principal due on the Mortgage
      Loans
      on or before the Cut-off Date, but not paid by the related Mortgagors by such
      date. A copy of the Mortgage Loan Purchase Agreement is attached
      hereto.

     

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

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including, but not limited to certain
      insurance policies and documents contemplated by Section 4.11 of this
      Agreement, and preparation and delivery of the certifications shall be performed
      by the Custodians pursuant to the terms and conditions of the Custodial
      Agreements.

     

    The
      Depositor shall deliver or cause the related originator to deliver to the
      related Servicer copies of all trailing documents required to be included in
      the
      related Mortgage File at the same time the originals or certified copies thereof
      are delivered to the Trustee or Custodians, such documents including the
      mortgagee policy of title insurance and any Mortgage Loan Documents upon return
      from the recording office. The Servicers shall not be responsible for any
      custodian fees or other costs incurred in obtaining such documents and the
      Depositor shall cause the Servicers to be reimbursed for any such costs the
      Servicers may incur in connection with performing their obligations under this
      Agreement or the Servicing Agreements, as applicable.

     

    
      
        
        

      

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

     

    SECTION
      2.02  Acceptance
      of REMIC I by Trustee.

     

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

     

    SECTION
      2.03  Repurchase
      or Substitution of Mortgage Loans.

     

    (a)  Upon
      discovery or receipt of notice (i) of any materially defective document in
      a
      Mortgage File or that a document is missing from a Mortgage File, other than
      a
      defective or missing document with respect to the Mortgage Loans listed on
      Schedule A to the Mortgage Loan Purchase Agreement, or (ii) of a breach by
      the
      Sponsor of any representation, warranty or covenant under the Mortgage Loan
      Purchase Agreement in respect of any Mortgage Loan that materially and adversely
      affects the value of such Mortgage Loan or the interest therein of the
      Certificateholders, which notice shall be provided in accordance with
      Section 9.02(a)(viii), the Trustee shall promptly notify the Sponsor and
      the related Servicer of such defect, missing document or breach and request
      that
      the Sponsor deliver such missing document, cure such defect or breach within
      sixty (60) days from the date the Sponsor was notified of such missing document,
      defect or breach, and if the Sponsor does not deliver such missing document
      or
      cure such defect or breach in all material respects during such period, the
      Trustee shall enforce the obligations of the Sponsor under the Mortgage Loan
      Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase
      Price within ninety (90) days after the date on which the Sponsor was notified
      of such missing document, defect or breach, if and to the extent that the
      Sponsor is obligated to do so under the Mortgage Loan Purchase Agreement. The
      Purchase Price for the repurchased Mortgage Loan shall be remitted to the
      related Servicer for deposit in the Collection Account or the related Custodial
      Account, as applicable, and the Trustee, upon receipt of written certification
      from the related Servicer of such deposit, shall release or cause the applicable
      Custodian (upon receipt of a request for release in the form attached to the
      related Custodial Agreement) to release to the Sponsor the related Mortgage
      File
      and the Trustee shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, representation or warranty, as the
      Sponsor shall furnish to it and as shall be necessary to vest in the Sponsor
      any
      Mortgage Loan released pursuant hereto, and the Trustee shall not have any
      further responsibility with regard to such Mortgage File. In lieu of
      repurchasing any such Mortgage Loan as provided above, if so provided in the
      Mortgage Loan Purchase Agreement, the Sponsor may cause such Mortgage Loan
      to be
      removed from REMIC I (in which case it shall become a Deleted Mortgage Loan)
      and
      substitute one or more Qualified Substitute Mortgage Loans in the manner and
      subject to the limitations set forth in Section 2.03(b) of this Agreement.
      It is understood and agreed that the obligation of the Sponsor to cure or to
      repurchase (or to substitute for) any Mortgage Loan as to which a document
      is
      missing, a material defect in a constituent document exists or as to which
      such
      a breach has occurred and is continuing shall constitute the sole remedy
      respecting such omission, defect or breach available to the Trustee and the
      Certificateholders.

     

    
      
        
        

      

      
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    In
      addition, promptly upon the earlier of discovery by a Servicer or receipt of
      notice by a Servicer of the breach of the representation or covenant of the
      Sponsor set forth in Section 5(xiii)
      of the
      Mortgage Loan Purchase Agreement which materially and adversely affects the
      interests of the Holders of the Class P Certificates in any Prepayment Charge,
      such Servicer shall promptly notify the Sponsor and the Trustee of such breach.
      The Trustee shall enforce the obligations of the Sponsor under the Mortgage
      Loan
      Purchase Agreement to remedy such breach to the extent and in the manner set
      forth in the Mortgage Loan Purchase Agreement.

     

    (b)  Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) of this Agreement must be effected prior
      to the date which is two years after the Startup Day for REMIC I.

     

    As
      to any
      Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      delivering to the Trustee or the applicable Custodian on behalf of the Trustee,
      for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
      Mortgage, the Assignment to the Trustee, and such other documents and
      agreements, with all necessary endorsements thereon, as are required by
      Section 2 of the Custodial Agreements, as applicable, together with an
      Officers’ Certificate providing that each such Qualified Substitute Mortgage
      Loan satisfies the definition thereof and specifying the Substitution Shortfall
      Amount (as described below), if any, in connection with such substitution.
      The
      applicable Custodian on behalf of the Trustee shall acknowledge receipt of
      such
      Qualified Substitute Mortgage Loan or Loans and, within ten (10) Business Days
      thereafter, review such documents and deliver to the Depositor, the Trustee
      and
      the related Servicer, with respect to such Qualified Substitute Mortgage Loan
      or
      Loans, an initial certification pursuant to the related Custodial Agreement,
      with any applicable exceptions noted thereon. Within one year of the date of
      substitution, the applicable Custodian on behalf of the Trustee shall deliver
      to
      the Depositor, the Trustee and the related Servicer a final certification
      pursuant to the related Custodial Agreement with respect to such Qualified
      Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
      Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
      the
      month of substitution are not part of REMIC I and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      reflect the Monthly Payment due on such Deleted Mortgage Loan on or before
      the
      Due Date in the month of substitution, and the Sponsor shall thereafter be
      entitled to retain all amounts subsequently received in respect of such Deleted
      Mortgage Loan. The Depositor shall give or cause to be given written notice
      to
      the Certificateholders that such substitution has taken place, shall amend
      the
      Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan
      from
      the terms of this Agreement and the substitution of the Qualified Substitute
      Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan
      Schedule to the Trustee and the related Servicer. Upon such substitution, such
      Qualified Substitute Mortgage Loan or Loans shall constitute part of the Trust
      Fund and shall be subject in all respects to the terms of this Agreement and
      the
      Mortgage Loan Purchase Agreement, including all applicable representations
      and
      warranties thereof included herein or in the Mortgage Loan Purchase
      Agreement.

     

    
      
        
        

      

      
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    For
      any
      month in which the Sponsor substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the related Servicer will
      determine the amount (the “Substitution Shortfall Amount”), if any, by which the
      aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
      aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled
      Principal Balance thereof as of the date of substitution, together with one
      month’s interest on such Scheduled Principal Balance at the applicable Net
      Mortgage Rate, plus all outstanding P&I Advances and Servicing Advances
      (including Nonrecoverable P&I Advances and Nonrecoverable Servicing
      Advances) related thereto. On the date of such substitution, the Sponsor will
      deliver or cause to be delivered to the related Servicer for deposit in the
      Collection Account or the related Custodial Account an amount equal to the
      Substitution Shortfall Amount, if any, and the Trustee or the applicable
      Custodian on behalf of the Trustee, upon receipt of the related Qualified
      Substitute Mortgage Loan or Loans, upon receipt of a request for release in
      the
      form attached to the related Custodial Agreement and certification by the
      related Servicer of such deposit, shall release to the Sponsor the related
      Mortgage File or Files and the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as the Sponsor shall deliver to it and as shall
      be
      necessary to vest therein any Deleted Mortgage Loan released pursuant
      hereto.

     

    
      
        
        

      

      
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    In
      addition, the Sponsor shall obtain at its own expense and deliver to the Trustee
      an Opinion of Counsel to the effect that such substitution will not cause (a)
      any federal tax to be imposed on any Trust REMIC, including without limitation,
      any federal tax imposed on “prohibited transactions” under
      Section 860F(a)(1) of the Code or on “contributions after the startup date”
under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to
      qualify as a REMIC at any time that any Certificate is outstanding.

     

    (c)  Upon
      discovery by the Depositor, the Sponsor, a Servicer or the Trustee that any
      Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
      Section 860G(a)(3) of the Code, the party discovering such fact shall
      within two (2) Business Days give written notice thereof to the other parties.
      In connection therewith, the Sponsor shall repurchase or substitute one or
      more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within ninety
      (90) days of the earlier of discovery or receipt of such notice with respect
      to
      such affected Mortgage Loan. Such repurchase or substitution shall be made
      by
      (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
      mortgage is or results from a breach of any representation, warranty or covenant
      made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
      does not result from a breach of a representation or warranty. Any such
      repurchase or substitution shall be made in the same manner as set forth in
      Section 2.03(a) of this Agreement. The Trustee shall reconvey to the
      Sponsor the Mortgage Loan to be released pursuant hereto in the same manner,
      and
      on the same terms and conditions, as it would a Mortgage Loan repurchased for
      breach of a representation or warranty.

     

    (d) With
      respect to a breach of the representations made pursuant to Section 5(xvii)
      of the Mortgage Loan Purchase Agreement that materially and adversely affects
      the value of such Mortgage Loan or the interest therein of the
      Certificateholders, the Sponsor shall be required to take the actions set forth
      in this Section 2.03 of this Agreement.

     

    (e) Within
      ninety (90) days of the earlier of discovery by Ocwen or receipt of notice
      by
      Ocwen of the breach of any representation, warranty or covenant of Ocwen set
      forth in Section 2.05 of this Agreement, which materially and adversely
      affects the interests of the Certificateholders in any Mortgage Loan or
      Prepayment Charge, Ocwen shall cure such breach in all material
      respects.

     

    SECTION
      2.04  Representations
      and Warranties of the Master Servicer.

     

    The
      Master Servicer hereby represents, warrants and covenants to Ocwen, the
      Depositor and the Trustee, for the benefit of each of the Trustee and the
      Certificateholders, that as of the Closing Date or as of such date specifically
      provided herein:

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (viii)  There
      are
      no affiliations, relationships or transactions relating to the Master Servicer
      of a type that are described under Item 1119 of Regulation AB with DBNTC, the
      Depositor, the Sponsor, any Servicer, the Credit Risk Manager, the Trustee,
      Madison Equity LLC, Luxury Mortgage Corp. or the Cap Counterparty.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.04 shall survive the resignation or termination of
      the parties hereto and the termination of this Agreement and shall inure to
      the
      benefit of the Trustee, the Depositor and the Certificateholders.

     

    SECTION
      2.05  Representations,
      Warranties and Covenants of Ocwen.

     

    (a)  Ocwen
      hereby represents, warrants and covenants to the Master Servicer, the Securities
      Administrator, the Depositor and the Trustee, for the benefit of each of such
      Persons and the Certificateholders that as of the Closing Date or as of such
      date specifically provided herein:

     

    (i)  Ocwen
      is
      a limited liability company duly organized and validly existing under the laws
      of the jurisdiction of its formation, and is duly authorized and qualified
      to
      transact any and all business contemplated by this Agreement to be conducted
      by
      Ocwen in any state in which a Mortgaged Property related to an Ocwen Mortgage
      Loan is located or is otherwise not required under applicable law to effect
      such
      qualification and, in any event, is in compliance with the doing business laws
      of any such State, to the extent necessary to ensure its ability to enforce
      each
      Ocwen Mortgage Loan and to service the Ocwen Mortgage Loans in accordance with
      the terms of this Agreement;

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (viii)  Ocwen
      has
      fully furnished and will continue to fully furnish, in accordance with the
      Fair
      Credit Reporting Act and its implementing regulations, accurate and complete
      information (e.g., favorable and unfavorable) on its borrower credit files
      to
      Equifax, Experian and Trans Union Credit Information Company or their successors
      on a monthly basis; and

     

    (ix)  Ocwen
      is
      a member of MERS in good standing, and will comply in all material respects
      with
      the rules and procedures of MERS in connection with the servicing of the Ocwen
      Mortgage Loans that are registered with MERS.

     

    
      
        
        

      

      
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    (b)  It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive the resignation or termination of
      the parties hereto, the termination of this Agreement and the delivery of the
      Mortgage Files to the related Custodian and shall inure to the benefit of the
      Trustee, the Master Servicer, the Securities Administrator, the Depositor and
      the Certificateholders. Upon discovery by any such Person or Ocwen of a breach
      of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan, Prepayment
      Charge or the interests therein of the Certificateholders, the party discovering
      such breach shall give prompt written notice (but in no event later than two
      (2)
      Business Days following such discovery) to the Trustee. Subject to
      Section 8.01 of this Agreement, unless such breach shall not be susceptible
      of cure within ninety (90) days, the obligation of Ocwen set forth in
      Section 2.03(e) of this Agreement to cure breaches shall constitute the
      sole remedy against Ocwen available to the Certificateholders, the Depositor
      or
      the Trustee on behalf of the Certificateholders respecting a breach of the
      representations, warranties and covenants contained in this
      Section 2.05.

     

    SECTION
      2.06  Issuance
      of the REMIC I Regular Interests and the Class R-I Interest.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the applicable Custodian on its behalf of the Mortgage Loan Documents,
      subject to the provisions of Section 2.01 and Section 2.02 hereof and
      Section 2 of the related Custodial Agreement, together with the assignment
      to it of all other assets included in REMIC I, the receipt of which is hereby
      acknowledged. The interests evidenced by the Class R-I Interest, together with
      the REMIC I Regular Interests, constitute the entire beneficial ownership
      interest in REMIC I. The rights of the Holders of the Class R-I Interest and
      REMIC I (as holder of the REMIC I Regular Interests) to receive distributions
      from the proceeds of REMIC I in respect of the Class R-I Interest and the REMIC
      I Regular Interests, respectively, and all ownership interests evidenced or
      constituted by the Class R-I Interest and the REMIC I Regular Interests, shall
      be as set forth in this Agreement.

     

    SECTION
      2.07  Conveyance
      of the REMIC I Regular Interests; Acceptance of REMIC I by the
      Trustee.

     

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

     

    
      
        
        

      

      
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    SECTION
      2.08  Issuance
      of the Residual Certificates.

     

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

     

    SECTION
      2.09  Establishment
      of the Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “ACE Securities Corp., Home Equity Loan Trust, Series
      2006-SD3” and does hereby appoint HSBC Bank USA, National Association as Trustee
      in accordance with the provisions of this Agreement.

     

    SECTION
      2.10  Purpose
      and Powers of the Trust.

     

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

     

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

     

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

     

    (c)  to
      make
      payments on the Certificates;

     

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

     

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

     

    
      
        
        

      

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

     

    SECTION
      2.11  Representations
      and Warranties of the Trustee. 

     

    The
      Trustee hereby represents and warrants to the Sponsor and the Depositor, for
      the
      benefit of each of the Certificateholders, that as of the Closing Date:


     

    (a)  There
      are
      no affiliations relating to the Trustee of a type that are described under
      Item
      1119(a) of Regulation AB; and 

     

    (b)  There
      are
      no legal proceedings pending or contemplated, including legal proceedings
      pending or contemplated by governmental authorities, against the Trustee that
      could be material to the Certificateholders.

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING OF THE OCWEN MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01  The
      Servicer to Act as a Servicer.

     

    The
      obligations of Ocwen hereunder to service and administer the Mortgage Loans
      shall be limited to the Ocwen Mortgage Loans and with respect to the duties
      and
      obligations of Ocwen references herein to the Mortgage Loans or the related
      Mortgage Loans shall be limited to the Ocwen Mortgage Loans (and the related
      proceeds thereof and related REO Properties). In addition, from and after the
      Closing Date, (i) the IndyMac Mortgage Loans will be serviced and administered
      by IndyMac pursuant to the IndyMac Servicing Agreement, (ii) the SPS
      Mortgage Loans will be serviced and administered by SPS pursuant to the SPS
      Servicing Agreement and (iii) the WAMU Mortgage Loans will be serviced and
      administered by WAMU pursuant to the WAMU Servicing Agreement, and Ocwen will
      not have any responsibility to service or administer such Mortgage Loans or
      have
      any other obligation with respect to such Mortgage Loans (including reporting
      or
      remitting funds to the Master Servicer). Except as otherwise expressly stated
      herein, references in this Article III to “Servicer” shall refer to Ocwen and
      any successor thereto as a Servicer. 

     

    From
      and
      after the Closing Date with respect to the Ocwen Mortgage Loans, the
      Servicer
      shall
      service and administer the related Mortgage Loans on behalf of the Trust Fund
      and in the best interests of and for the benefit of the Certificateholders
      (as
      determined by the Servicer in its reasonable judgment) in accordance with the
      terms of this Agreement and the respective Mortgage Loans and all applicable
      law
      and regulations and, to the extent consistent with such terms, in the same
      manner in which it services and administers similar mortgage loans for its
      own
      portfolio, giving due consideration to customary and usual standards of practice
      of prudent mortgage lenders and loan servicers administering similar mortgage
      loans but without regard to:

     

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

     

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

     

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

     

    (iv)  the
      Servicer’s right to receive compensation for its services
      hereunder.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage Notes
      with respect to the related Mortgage Loans and may waive (or permit a
      Sub-Servicer to waive) a Prepayment Charge with respect to Principal Prepayments
      only under the following circumstances: (i) such waiver is standard and
      customary in servicing similar Mortgage Loans and such waiver is related to
      a
      default or reasonably foreseeable default and would, in the reasonable judgment
      of the Servicer, maximize recovery of total proceeds taking into account the
      value of such Prepayment Charge and the related Mortgage Loan and, if such
      waiver is made in connection with a refinancing of the related Mortgage Loan,
      such refinancing is related to a default or a reasonably foreseeable default,
      (ii) such Prepayment Charge is unenforceable in accordance with applicable
      law
      or the collection of such related Prepayment Charge would otherwise violate
      applicable law or (iii) the collection of such Prepayment Charge would be
      considered “predatory” pursuant to written guidance published or issued by any
      applicable federal, state or local regulatory authority acting in its official
      capacity and having jurisdiction over such matters. Notwithstanding any
      provision in this Agreement to the contrary, in the event the Prepayment Charge
      payable under the terms of the Mortgage Note is less than the amount of the
      Prepayment Charge set forth in the Prepayment Charge Schedule or other
      information provided to the Servicer, the Servicer shall not have any liability
      or obligation with respect to such difference (including any obligation to
      recalculate any prepayment charges), and in addition shall not have any
      liability or obligation to pay the amount of any uncollected Prepayment Charge
      if the failure to collect such amount is the direct result of inaccurate or
      incomplete information on the Prepayment Charge Schedule.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Agreement, if the Servicer waives
      a
      Prepayment Charge in breach of the foregoing paragraph, the Servicer will pay
      the amount of such waived Prepayment Charge, from its own funds without any
      right of reimbursement, for the benefit of the Holders of the Class P
      Certificates, by depositing such amount into the Collection Account within
      ninety (90) days of the earlier of discovery by the Servicer or receipt of
      notice by the Servicer of such breach. Furthermore, notwithstanding any other
      provisions of this Agreement, any payments made by the Servicer in respect
      of
      any waived Prepayment Charges pursuant to this paragraph shall be deemed to
      be
      paid outside of the Trust Fund.

     

    In
      the
      event the Servicer waives a Prepayment Charge in connection with clauses (ii)
      or
      (iii) of the third paragraph of this section, the Servicer shall provide a
      written explanation of its determination to the Master Servicer, and the Master
      Servicer shall provide a copy of such writing to the Sponsor and the Depositor.
      

     

    Subject
      only to the above-described servicing standards (the “Accepted Servicing
      Practices”) and the terms of this Agreement and of the respective Mortgage
      Loans, the Servicer shall have full power and authority, to do or cause to
      be
      done any and all things in connection with such servicing and administration
      which it may deem necessary or desirable with the goal of maximizing proceeds
      of
      the Mortgage Loan. Without limiting the generality of the foregoing, the
      Servicer in its own name is hereby authorized and empowered by the Trustee
      when
      the Servicer believes it appropriate in its best judgment, to execute and
      deliver, on behalf of the Trust Fund, the Certificateholders and the Trustee
      or
      any of them, and upon written notice to the Trustee, any and all instruments
      of
      satisfaction or cancellation, or of partial or full release or discharge or
      subordination, and all other comparable instruments, with respect to the
      Mortgage Loans and the Mortgaged Properties and to institute foreclosure
      proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
      ownership of such properties, and to hold or cause to be held title to such
      properties, on behalf of the Trustee, for the benefit of the Trust Fund and
      the
      Certificateholders. The Servicer shall service and administer the Mortgage
      Loans
      in accordance with applicable state and federal law and shall provide to the
      Mortgagors any reports required to be provided to them thereby. The Servicer
      shall also comply in the performance of this Agreement with all reasonable
      rules
      and requirements of each insurer under any standard hazard insurance policy.
      Subject to Section 3.14 of this Agreement, the Trustee shall execute, at
      the written request of the Servicer, and furnish to the Servicer a power of
      attorney in the form of Exhibit D hereto and other documents necessary or
      appropriate to enable the Servicer to carry out its servicing and administrative
      duties hereunder and furnished to the Trustee by the Servicer, and the Trustee
      shall not be liable for the actions of the Servicer under such powers of
      attorney and shall be indemnified by the Servicer for any cost, liability or
      expense incurred by the Trustee in connection with the Servicer’s use or misuse
      of any such power of attorney.

     

    
      
        
        

      

      
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    The
      Servicer further is hereby authorized and empowered in its own name or in the
      name of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case
      may
      be, believes it is appropriate in its best judgment to register any Mortgage
      Loan on the MERS® System, or cause the removal from the registration of any
      Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the
      Trustee and the Certificateholders or any of them, any and all instruments
      of
      assignment and other comparable instruments with respect to such assignment
      or
      re-recording of a Mortgage in the name of MERS, solely as nominee for the
      Trustee and its successors and assigns. Any reasonable expenses incurred in
      connection with the actions described in the preceding sentence or as a result
      of MERS discontinuing or becoming unable to continue operations in connection
      with the MERS® System, shall be reimbursable by the Trust Fund to the
      Servicer.

     

    In
      accordance with Accepted Servicing Practices, the Servicer shall make or cause
      to be made Servicing Advances as necessary for the purpose of effecting the
      payment of taxes and assessments on the Mortgaged Properties, which Servicing
      Advances shall be reimbursable in the first instance from related collections
      from the related Mortgagors pursuant to Section 3.07 of this Agreement, and
      further as provided in Section 3.09 of this Agreement; provided, however,
      the Servicer shall only make such Servicing Advance if the related Mortgagor
      has
      not made such payment and if the failure to make such Servicing Advance would
      result in the loss of the related Mortgaged Property due to a tax sale or
      foreclosure as result of a tax lien; provided, however, that the Servicer shall
      be required to make such Servicing Advances only to the extent that such
      Servicing Advances, in the good faith judgment of the Servicer, will be
      recoverable by the Servicer out of Insurance Proceeds, Liquidation Proceeds,
      or
      otherwise out of the proceeds of the related Mortgage Loan. Any cost incurred
      by
      the Servicer in effecting the payment of taxes and assessments on a Mortgaged
      Property shall not, for the purpose of calculating the Scheduled Principal
      Balance of such Mortgage Loan or distributions to Certificateholders, be added
      to the unpaid principal balance of the related Mortgage Loan, notwithstanding
      that the terms of such Mortgage Loan so permit.

     

    The
      parties to this Agreement acknowledge that Servicing Advances shall be
      reimbursable pursuant to Section 3.09 of this Agreement, and agree that no
      Servicing Advance shall be rejected or disallowed by any party unless it has
      been shown that such Servicing Advance was not made in accordance with the
      terms
      of this Agreement. Notwithstanding the foregoing, the parties hereto understand
      and agree that, with respect to any Mortgage Loan (1) the Master Servicer shall
      not approve the reimbursement of any Servicing Advance made with respect to
      such
      Mortgage Loan prior to the Cut-off Date (each, a “Pre-Cut-off Date Advance”)
      unless and until it has received a Servicing Advance Schedule listing the amount
      of Pre-Cut-off Date Advances made in respect of such Mortgage Loan from (a)
      the
      Servicer with respect to any Mortgage Loans that were transferred to the
      Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to
      any
      Mortgage Loans that were transferred to the Servicer after the Cut-off Date,
      as
      applicable, (2) the aggregate Pre-Cut-off Date Advances reimbursable hereunder
      with respect to such Mortgage Loan shall not exceed the amount of Pre-Cut-off
      Date Advances for such Mortgage Loan shown on the Servicing Advance Schedule
      delivered to the Master Servicer, (3) the Depositor shall be deemed to have
      agreed with and approved the Pre-Cut-off Date Advances shown on any Servicing
      Advance Schedule furnished to the Master Servicer and (4) the Master Servicer
      will have no liability to the Depositor, the Servicer or any other Person,
      including any Certificateholder, for approving reimbursement of related
      Pre-Cut-off Date Advances so long as the aggregate amount of such advances
      reimbursed hereunder does not exceed of the amount of Pre-Cut-off Date Advances
      for such Mortgage Loan shown on the Servicing Advance Schedule.

     

    
      
        
        

      

      
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    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan and the Servicer shall not permit
      any
      modification with respect to any Mortgage Loan serviced by the Servicer that
      would change the Mortgage Rate, reduce or increase the principal balance (except
      for reductions resulting from actual payments of principal) or change the final
      maturity date on such related Mortgage Loan (unless, as provided in
      Section 3.06 of this Agreement, the related Mortgagor is in default with
      respect to the related Mortgage Loan or such default is, in the judgment of
      the
      Servicer, reasonably foreseeable) or any modification, waiver or amendment
      of
      any term of any Mortgage Loan that would both (A) effect an exchange or
      reissuance of such Mortgage Loan under Section 1001 of the Code (or final,
      temporary or proposed Treasury regulations promulgated thereunder) and (B)
      cause
      any Trust REMIC created hereunder to fail to qualify as a REMIC under the Code
      or the imposition of any tax on “prohibited transactions” or “contributions
      after the startup date” under the REMIC Provisions.

     

    In
      the
      event that the Mortgage Loan Documents relating to any Mortgage Loan contain
      provisions requiring the related Mortgagor to arbitrate disputes (at the option
      of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the
      Servicer to waive the Trustee’s right or option to arbitrate disputes and to
      send written notice of such waiver to the Mortgagor, although the Mortgagor
      may
      still require arbitration at its option.

     

    The
      Servicer will fully furnish, in accordance with the Fair Credit Reporting Act
      and its implementing regulations, accurate and complete information (e.g.,
      favorable and unfavorable) on its borrower credit files to Equifax, Experian
      and
      Trans Union Credit Information Company or their successors on a monthly
      basis.

     

    SECTION
      3.02  Sub-Servicing
      Agreement Between the Servicer and Sub-Servicers.

     

    (a)  The
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-Servicer
      pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of such Mortgage Loans in a manner consistent with the
      servicing arrangements contemplated hereunder and the Servicer shall cause
      any
      Sub-Servicer to comply with the provisions of this Agreement (including, without
      limitation, to provide the information required to be delivered under Sections
      3.17, 3.18 and 3.19 hereof), to the same extent as if such Sub-Servicer were
      the
      Servicer. The Servicer shall be responsible for obtaining from each Sub-Servicer
      and delivering to the Master Servicer any annual statement of compliance,
      assessment of compliance, attestation report and Sarbanes-Oxley related
      certification as and when required to be delivered. Each Sub-Servicer shall
      be
      (i) authorized to transact business in the state or states where the related
      Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Sub-Servicer to perform its obligations
      hereunder and under the Sub-Servicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Notwithstanding the provisions of any
      Sub-Servicing Agreement, any of the provisions of this Agreement relating to
      agreements or arrangements between the Servicer or a Sub-Servicer or reference
      to actions taken through the Servicer or otherwise, the Servicer shall remain
      obligated and liable to the Depositor, the Trustee and the Certificateholders
      for the servicing and administration of the Mortgage Loans in accordance with
      the provisions of this Agreement without diminution of such obligation or
      liability by virtue of such Sub-Servicing Agreement or arrangements or by virtue
      of indemnification from the Sub-Servicer and to the same extent and under the
      same terms and conditions as if the Servicer alone were servicing and
      administering the Mortgage Loans. Every Sub-Servicing Agreement entered into
      by
      the Servicer shall contain a provision giving the successor Servicer the option
      to terminate such agreement in the event a successor Servicer is appointed.
      All
      actions of each Sub-Servicer performed pursuant to the related Sub-Servicing
      Agreement shall be performed as an agent of the Servicer with the same force
      and
      effect as if performed directly by the Servicer.

     

    
      
        
        

      

      
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    (b)  Notwithstanding
      the foregoing, the Servicer shall be entitled to outsource one or more separate
      servicing functions to a Subcontractor that does not meet the eligibility
      requirements for a Sub-Servicer, so long as such outsourcing does not constitute
      the delegation of the Servicer’s obligation to perform all or substantially all
      of the servicing of the related Mortgage Loans to such Subcontractor. The
      Servicer shall promptly, upon request, provide to the Master Servicer, the
      Trustee and the Depositor a written description (in form and substance
      reasonably satisfactory to the Master Servicer, the Trustee and the Depositor)
      of the role and function of each Subcontractor utilized by the Servicer,
      specifying (i) the identity of each such Subcontractor “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB, and (ii)
      which elements of the Servicing Criteria will be addressed in assessments of
      compliance provided by each Subcontractor identified pursuant to clause (i)
      of
      this subsection; provided, however, that the Servicer shall not be required
      to
      provide the information in clauses (i) or (ii) of this subsection until such
      time that the applicable assessment of compliance is due pursuant to Section
      3.18 of this Agreement. The use by the Servicer of any such Subcontractor shall
      not release the Servicer from any of its obligations hereunder and the Servicer
      shall remain responsible hereunder for all acts and omissions of such
      Subcontractor as fully as if such acts and omissions were those of the Servicer,
      and the Servicer shall pay all fees and expenses of the Subcontractor from
      the
      Servicer’s own funds.

     

    (c)  As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer for the benefit of the Master Servicer, the Trustee and the Depositor
      to comply with the provisions of Sections 3.18 and 3.19 of this Agreement to
      the
      same extent as if such Subcontractor were the Servicer. The Servicer shall
      be
      responsible for obtaining from each such Subcontractor and delivering to the
      Master Servicer, the Trustee and any Depositor any assessment of compliance,
      attestation report and Sarbanes-Oxley related certification required to be
      delivered by such Subcontractor under Sections 3.18 and 3.19, in each case
      as
      and when required to be delivered.

     

    
      
        
        

      

      
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    (d)  For
      purposes of this Agreement, the Servicer shall be deemed to have received any
      collections, recoveries or payments with respect to the Mortgage Loans that
      are
      received by a Sub-Servicer regardless of whether such payments are remitted
      by
      the Sub-Servicer to the Servicer. 

     

    SECTION
      3.03  Successor
      Sub-Servicers.

     

    Any
      Sub-Servicing Agreement shall provide that the Servicer shall be entitled to
      terminate any Sub-Servicing Agreement and to either itself directly service
      the
      related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor
      Sub-Servicer which qualifies under Section 3.02 of this Agreement. Any
      Sub-Servicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by any successor to the Servicer without fee or, in
      the
      event a termination fee exists, such fee shall be payable by the Servicer from
      its own funds without reimbursement therefor, in accordance with the terms
      of
      this Agreement, in the event that the Servicer (or any successor to the
      Servicer) shall, for any reason, no longer be the Servicer of the related
      Mortgage Loans (including termination due to a Servicer Event of Default).
      The
      Servicer shall be entitled to enter into an agreement with its Sub-Servicer
      and
      Subcontractor for indemnification of the Servicer or Subcontractor, as
      applicable, by such Sub-Servicer and nothing contained in this Agreement shall
      be deemed to limit or modify such indemnification.

     

    SECTION
      3.04  No
      Contractual Relationship Between Sub-Servicer, Subcontractor, Trustee or the
      Certificateholders.

     

    Any
      Sub-Servicing Agreement and any other transactions or services relating to
      the
      Mortgage Loans involving a Sub-Servicer or a Subcontractor, as applicable,
      shall
      be deemed to be between the Sub-Servicer or Subcontractor, as applicable, and
      the Servicer alone, and the Master Servicer, the Trustee and the
      Certificateholders shall not be deemed parties thereto and shall have no claims,
      rights, obligations, duties or liabilities with respect to any Sub-Servicer
      or
      Subcontractor except as set forth in Section 3.05 of this
      Agreement.

     

    SECTION
      3.05  Assumption
      or Termination of Sub-Servicing Agreement by Successor Servicer.

     

    In
      connection with the assumption of the responsibilities, duties and liabilities
      and of the authority, power and rights of the Servicer hereunder by a successor
      Servicer (which may be the Master Servicer) pursuant to Section 8.02 of
      this Agreement, it is understood and agreed that the Servicer’s rights and
      obligations under any Sub-Servicing Agreement then in force between the Servicer
      and a Sub-Servicer shall be assumed simultaneously by such successor Servicer
      without act or deed on the part of such successor Servicer; provided, however,
      that any successor Servicer may terminate the Sub-Servicer.

     

    
      
        
        

      

      
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    The
      Servicer shall, upon the reasonable request of the Master Servicer, but at
      its
      own expense, deliver to the assuming party documents and records relating to
      each Sub-Servicing Agreement and an accounting of amounts collected and held
      by
      it and otherwise use its best efforts to effect the orderly and efficient
      transfer of the Sub-Servicing Agreement to the assuming party.

     

    The
      Servicing Fee payable to any such successor Servicer shall be payable from
      payments received on the Mortgage Loans in the amount and in the manner set
      forth in this Agreement.

     

    SECTION
      3.06  Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, follow such collection procedures as it would follow with respect
      to
      mortgage loans comparable to the Mortgage Loans and held for its own account.
      Consistent with the foregoing, the Servicer may in its discretion (i) waive
      any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note for a period of not
      greater than one-hundred and eighty (180) days; provided that any extension
      pursuant to this clause shall not affect the amortization schedule of any
      Mortgage Loan for purposes of any computation hereunder. Notwithstanding the
      foregoing, in the event that any Mortgage Loan is in default or, in the judgment
      of the Servicer, such default is reasonably foreseeable, the Servicer,
      consistent with Accepted Servicing Practices may waive, modify or vary any
      term
      of such Mortgage Loan (including, but not limited to, modifications that change
      the Mortgage Rate, forgive the payment of principal or interest or extend the
      final maturity date of such Mortgage Loan), accept payment from the related
      Mortgagor of an amount less than the Scheduled Principal Balance in final
      satisfaction of such Mortgage Loan, or consent to the postponement of strict
      compliance with any such term or otherwise grant indulgence to any Mortgagor if
      in the Servicer’s determination such waiver, modification, postponement or
      indulgence is not materially adverse to the interests of the Certificateholders
      (taking into account any estimated Realized Loss that might result absent such
      action). The Servicer shall not be required to institute or join in litigation
      with respect to collection of any payment (whether under a Mortgage, Mortgage
      Note or otherwise or against any public or governmental authority with respect
      to a taking or condemnation) if it reasonably believes that enforcing the
      provision of the Mortgage or other instrument pursuant to which such payment
      is
      required is prohibited by applicable law.

     

    SECTION
      3.07  Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts.

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the related Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, and comparable items for the account of the Mortgagors
      (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be
      Eligible Accounts. The Servicer shall deposit in the clearing account in which
      it customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one Business Day after the Servicer’s receipt thereof, all Escrow
      Payments collected on account of the related Mortgage Loans and shall thereafter
      deposit such Escrow Payments in the Servicing Accounts, in no event later than
      the second Business Day after the deposit of good funds into the clearing
      account, and retain therein, all Escrow Payments collected on account of the
      Mortgage Loans, for the purpose of effecting the timely payment of any such
      items as required under the terms of this Agreement. Withdrawals of amounts
      from
      a Servicing Account may be made by the Servicer only to (i) effect timely
      payment of taxes, assessments, fire, flood, and hazard insurance premiums,
      and
      comparable items; (ii) reimburse itself out of related collections for any
      Servicing Advances made prior to the Cut-off Date by the Sponsor or the Servicer
      to the extent not previously reimbursed or following the Cut-off Date by the
      Servicer pursuant to Section 3.01 of this Agreement (with respect to taxes
      and assessments) and Section 3.11 of this Agreement (with respect to fire,
      flood and hazard insurance); (iii) refund to Mortgagors any sums as may be
      determined to be overages; (iv) for application to restore or repair the related
      Mortgaged Property in accordance with Section 3.11; (v) pay interest, if
      required and as described below, to Mortgagors on balances in the Servicing
      Account; or, only to the extent not required to be paid to the related
      Mortgagors, to pay itself interest on balances in the Servicing Account; or
      (vi)
      clear and terminate the Servicing Account at the termination of the Servicer’s
      obligations and responsibilities in respect of the related Mortgage Loans under
      this Agreement in accordance with Article X. As part of its servicing duties,
      the Servicer shall pay to the Mortgagors interest on funds in Servicing
      Accounts, to the extent required by law and, to the extent that interest earned
      on funds in the Servicing Accounts is insufficient, to pay such interest from
      its or their own funds, without any reimbursement therefor. Notwithstanding
      the
      foregoing, the Servicer shall not be obligated to collect Escrow Payments if
      the
      related Mortgage Loan does not require such payments, but the Servicer shall
      nevertheless be obligated to make Servicing Advances as provided in
      Section 3.01 and Section 3.11 of this Agreement. In the event the
      Servicer shall deposit in the Servicing Accounts any amount not required to
      be
      deposited therein, it may at any time withdraw such amount from the related
      Servicing Accounts, any provision to the contrary notwithstanding.

     

    
      
        
        

      

      
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    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that is necessary to avoid the loss of the Mortgaged Property
      due
      to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
      that all insurance required to be maintained on the Mortgaged Property pursuant
      to this Agreement is maintained. If any such payment has not been made and
      the
      Servicer receives notice of a tax lien with respect to the Mortgage Loan being
      imposed, the Servicer shall, promptly and to the extent required to avoid loss
      of the Mortgaged Property, advance or cause to be advanced funds necessary
      to
      discharge such lien on the Mortgaged Property unless the Servicer determines
      the
      advance to be nonrecoverable. The Servicer assumes full responsibility for
      the
      payment of all such bills and shall effect payments of all such bills
      irrespective of the Mortgagor’s faithful performance in the payment of same or
      the making of the Escrow Payments and shall make Servicing Advances to effect
      such payments subject to its determination of recoverability.

     

    
      
        
        

      

      
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    SECTION
      3.08  Collection
      Account, Simple Interest Excess Sub-Account and Distribution
      Account.

     

    (a)  On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain one or more
“Collection Accounts”, held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
      or
      cause to be deposited in the clearing account in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one (1)
      Business Day after the Servicer’s receipt thereof, and shall thereafter deposit
      in the Collection Account, in no event later than two (2) Business Days after
      the deposit of good funds into the clearing account, as and when received or
      as
      otherwise required hereunder, the following payments and collections received
      or
      made by it on or subsequent to the Cut-off Date:

     

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

     

    (ii)  all
      payments on account of interest (net of the related Servicing Fee payable to
      the
      Servicer and any Prepayment Interest Excess) on each related Mortgage
      Loan;

     

    (iii)  all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property) and all Subsequent Recoveries with
      respect to the related Mortgage Loans;

     

    (iv)  any
      amounts required to be deposited by the Servicer pursuant to Section 3.10
      of this Agreement in connection with any losses realized on Permitted
      Investments with respect to funds held in the Collection Account;

     

    (v)  any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.11(a) of this Agreement in respect of any blanket
      policy deductibles;

     

    (vi)  any
      Purchase Price or Substitution Shortfall Amount delivered to the Servicer and
      all proceeds (net of amounts payable or reimbursable to the Servicer, the Master
      Servicer, the Trustee, the Custodians or the Securities Administrator) of the
      related Mortgage Loans purchased in accordance with Section 2.03,
      Section 3.13 or Section 10.01 of this Agreement; and

     

    (vii)  any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the related Mortgage Loans or amounts required to be
      deposited by the Servicer in connection with a breach of its obligations under
      Section 2.05 of this Agreement.

     

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

     

    
      
        
        

      

      
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    (b)  Except
      as
      set forth below, no later than the Closing Date, the Servicer shall establish
      and maintain a sub-account of the related Collection Account titled “Ocwen Loan
      Servicing, LLC, Simple Interest Excess Sub-Account in trust for the Holders
      of
      ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3, Asset Backed
      Pass-Through Certificates”. The Servicer shall, on each Determination Date
      transfer from the Collection Account to the Simple Interest Excess Sub-Account
      all Net Simple Interest Excess, if any, pursuant to Section 3.09(a)(xi) of
      this Agreement, and shall maintain a record of all such deposits. In lieu of
      establishing a Simple Interest Excess Sub-Account, the Servicer may maintain
      any
      Net Simple Interest Excess in the Collection Account and maintain a separate
      accounting therefor.

     

    The
      Servicer shall withdraw amounts on deposit in the Simple Interest Excess
      Sub-Account or in the Collection Account (in respect of any Net Simple Interest
      Excess) on each Determination Date for deposit to the Distribution Account
      in an
      amount equal to the lesser of (i) the amount on deposit therein, and (ii) the
      Net Simple Interest Shortfall for such Distribution Date.

     

    The
      Servicer shall remit to the Securities Administrator which shall thereupon
      distribute to the Class CE-1 Certificateholder, based on the information
      provided to it by the Servicer, the amount of any Net Simple Interest Excess
      remaining in the Simple Interest Excess Sub-Account or in the Collection
      Account, as applicable, on the Distribution Date each year occurring in
      December, commencing in December 2006. Such distributions shall be deemed to
      be
      made on a first-in, first-out basis. In addition, the Servicer shall clear
      and
      terminate the Simple Interest Excess Sub-Account, if any, upon the termination
      of this Agreement and retain any funds remaining therein.

     

    (c)  On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, IndyMac, SPS and WAMU shall deliver funds to the
      Securities Administrator for deposit in the Distribution Account as specified
      in
      the related Servicing Agreement, and Ocwen shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Distribution
      Account on or before 12:00 noon New York time on the Servicer Remittance Date,
      that portion of the Available Distribution Amount (calculated without regard
      to
      the references in clause (2) of the definition thereof to amounts that may
      be
      withdrawn from the Distribution Account) for the related Distribution Date
      then
      on deposit in the Collection Account and the amount of all Prepayment Charges
      collected by Ocwen in connection with the Principal Prepayment of any of the
      related Mortgage Loans then on deposit in the Collection Account and the amount
      of any funds reimbursable to an Advance Financing Person pursuant to
      Section 3.25 of this Agreement. If the balance on deposit in the Collection
      Account exceeds $100,000 as of the commencement of business on any Business
      Day
      and the Collection Account constitutes an Eligible Account solely pursuant
      to
      clause (ii) of the definition of “Eligible Account,” Ocwen shall, on or before
      5:00 p.m. New York time on such Business Day, withdraw from such Collection
      Account any and all amounts payable or reimbursable to the Depositor, Ocwen,
      the
      Trustee, the Master Servicer, the Securities Administrator or the Sponsor
      pursuant to Section 3.09 of this Agreement and shall pay such amounts to
      the Persons entitled thereto or shall establish a separate Collection Account
      (which shall also be an Eligible Account) and withdraw from the existing
      Collection Account the amount on deposit therein in excess of $100,000 and
      deposit such excess in the newly created Collection Account.

     

    
      
        
        

      

      
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    In
      addition to the foregoing, the Securities Administrator shall, promptly upon
      receipt, deposit in the Distribution Account and retain therein the amount
      remitted on the Closing Date by the Sponsor equal to $83,587.49. Such amount
      will represent P&I Advances on certain WAMU Mortgage Loans identified on
      Schedule 8 attached hereto. The aggregate interest portion of such P&I
      Advances will be equal to $72,580.01 and the aggregate principal portion of
      such
      P&I Advances will be equal to $11,007.48. WAMU shall have the right to
      reimbursement for such P&I Advances as set forth in the WAMU Servicing
      Agreement.

     

    With
      respect to any remittance received by the Securities Administrator after the
      Servicer Remittance Date on which such payment was due, the Securities
      Administrator shall send written notice thereof to the Servicer. The Servicer
      shall pay to the Securities Administrator interest on any such late payment
      by
      the Servicer at an annual rate equal to Prime Rate (as defined in The Wall
      Street Journal) plus one percentage point, but in no event greater than the
      maximum amount permitted by applicable law. Such interest shall be paid by
      the
      Servicer to the Securities Administrator on the date such late payment is made
      and shall cover the period commencing with the day following the Servicer
      Remittance Date and ending with the Business Day on which such payment is made,
      both inclusive. The payment by the Servicer of any such interest, or the failure
      of the Securities Administrator to notify the Servicer of such interest, shall
      not be deemed an extension of time for payment or a waiver of any Event of
      Default by the Servicer.

     

    (d)  Funds
      in
      the Collection Account in the Simple Interest Excess Sub-Account and funds
      in
      the Distribution Account may be invested in Permitted Investments in accordance
      with the provisions set forth in Section 3.10 of this Agreement. The
      Servicer shall give notice to the Trustee, the Securities Administrator and
      the
      Master Servicer of the location of the Collection Account maintained by it
      when
      established and prior to any change thereof. The Securities Administrator shall
      give notice to the Servicers and the Depositor of the location of the
      Distribution Account when established and prior to any change
      thereof.

     

    (e)  Funds
      held in the Collection Account and the Custodial Accounts at any time may be
      delivered by the Servicer in immediately available funds to the Securities
      Administrator for deposit in the Distribution Account. In the event any Servicer
      shall deliver to the Securities Administrator for deposit in the Distribution
      Account any amount not required to be deposited therein, it may at any time
      request that the Securities Administrator withdraw such amount from the
      Distribution Account and remit to it any such amount, any provision herein
      to
      the contrary notwithstanding. In no event shall the Securities Administrator
      incur liability as a result of withdrawals from the Distribution Account at
      the
      direction of the Servicers in accordance with the immediately preceding
      sentence. In addition, Ocwen shall deliver to the Securities Administrator
      no
      later than the Servicer Remittance Date the amounts set forth in clauses (i)
      through (iv) below:

     

    
      
        
        

      

      
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    (i)  any
      P&I Advances, as required pursuant to Section 5.03 of this
      Agreement;

     

    (ii)  any
      amounts required to be deposited pursuant to Section 3.21(d) or 3.21(f) of
      this Agreement in connection with any REO Property;

     

    (iii)  any
      amounts to be paid in connection with a purchase of Mortgage Loans and REO
      Properties pursuant to Section 10.01 of this Agreement; and

     

    (iv)  any
      amounts required to be deposited pursuant to Section 3.22 of this Agreement
      in connection with any Prepayment Interest Shortfalls.

     

    SECTION
      3.09  Withdrawals
      from the Collection Account and Distribution Account.

     

    (a)  The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes or as described in Section 5.03 of this
      Agreement:

     

    (i)  to
      remit
      to the Securities Administrator for deposit in the Distribution Account the
      amounts required to be so remitted pursuant to Section 3.08(c) of this
      Agreement or permitted to be so remitted pursuant to the first sentence of
      Section 3.08(e) of this Agreement;

     

    (ii)  subject
      to Section 3.13(d) of this Agreement, to reimburse itself (including any
      successor Servicer) for P&I Advances made by it, but only to the extent of
      amounts received which represent Late Collections (net of the related Servicing
      Fees payable to the Servicer) of Monthly Payments on related Mortgage Loans
      with
      respect to which such P&I Advances were made in accordance with the
      provisions of Section 5.03 of this Agreement;

     

    (iii)  subject
      to Section 3.13(d) of this Agreement, to pay itself any unpaid Servicing
      Fees payable to the Servicer and reimburse itself any unreimbursed Servicing
      Advances made by the Sponsor or the Servicer prior to or following the Cut-off
      Date with respect to each Mortgage Loan, but only to the extent of any
      Liquidation Proceeds and Insurance Proceeds received with respect to such
      Mortgage Loan or rental or other income from the related REO
      Property;

     

    (iv)  to
      pay to
      itself as servicing compensation (in addition to the Servicing Fee payable
      to
      the Servicer) on the Servicer Remittance Date any interest or investment income
      earned on funds deposited in the Collection Account and the Simple Interest
      Excess Sub-Account;

     

    (v)  to
      pay to
      itself or the Sponsor, as the case may be, with respect to each Mortgage Loan
      that has previously been purchased or replaced pursuant to Section 2.03 or
      Section 3.13(c) of this Agreement all amounts received thereon not included
      in the Purchase Price or the Substitution Shortfall Amount;

     

    
      
        
        

      

      
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    (vi)  to
      reimburse itself (including any successor Servicer) for

     

    (A)
      any
      P&I Advance or Servicing Advance previously made by it, which the Servicer
      has determined to be a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance in accordance with the provisions of Section 5.03 of this
      Agreement; provided however, that the Servicer shall not be entitled to
      reimbursement for any Servicing Advance made prior to the Cut-off Date if the
      Servicer determines that such Servicing Advance constitutes a Nonrecoverable
      Servicing Advance;

     

    (B)
      any
      unpaid Servicing Fees payable to the Servicer to the extent not recoverable
      from
      Liquidation Proceeds, Insurance Proceeds or other amounts received with respect
      to the related Mortgage Loan under Section 3.08(a)(iii) of this Agreement;
      or

     

    (C)
      any
      P&I Advance or Servicing Advance made with respect to a delinquent Mortgage
      Loan which Mortgage Loan has been modified by the Servicer in accordance with
      the terms of this Agreement; provided that the Servicer shall only reimburse
      itself for such P&I Advances and Servicing Advances at the time of such
      modification or as otherwise provided in this Section 3.09.

     

    (vii)  to
      reimburse itself or the Depositor for expenses incurred by or reimbursable
      to
      itself or the Depositor, as the case may be, pursuant to Section 3.01 or
      Section 7.03 of this Agreement;

     

    (viii)  to
      reimburse itself or the Trustee, as the case may be, for expenses reasonably
      incurred in respect of the breach or defect giving rise to the purchase
      obligation under Section 2.03 of this Agreement that were included in the
      Purchase Price of the related Mortgage Loan, including any expenses arising
      out
      of the enforcement of the purchase obligation;

     

    (ix)  to
      pay,
      or to reimburse itself for advances in respect of, expenses incurred in
      connection with any Mortgage Loan pursuant to Section 3.13(b) of this
      Agreement;

     

    (x)  to
      pay to
      itself any Prepayment Interest Excess on the related Mortgage Loans to the
      extent not retained pursuant to Section 3.08(a)(ii) of this
      Agreement;

     

    (xi)  to
      deposit in the Simple Interest Excess Sub-Account any amount required to be
      deposited therein pursuant to Section 3.08(b) of this Agreement;
      and

     

    (xii)  to
      clear
      and terminate the Collection Account pursuant to Section 10.01 of this
      Agreement.

     

    
      
        
        

      

      
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    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (v), (vi), (vii), (viii), (ix), (x) and (xi)
      above.

     

    (b)  The
      Securities Administrator shall, from time to time, make withdrawals from the
      Distribution Account, for any of the following purposes, without
      priority:

     

    (i)  to
      make
      distributions to Certificateholders in accordance with Section 5.01 of this
      Agreement;

     

    (ii)  to
      pay to
      itself, the Custodians and the Master Servicer amounts to which it is entitled
      pursuant to Section 9.05 or any other provision of this Agreement and any
      Extraordinary Trust Fund Expenses;

     

    (iii)  to
      reimburse itself or the Master Servicer pursuant to Section 8.02 of this
      Agreement;

     

    (iv)  [reserved];

     

    (v)  to
      pay
      any amounts in respect of taxes pursuant to Section 11.01(g)(v) of this
      Agreement;

     

    (vi)  to
      pay
      the Master Servicing Fee to the Master Servicer;

     

    (vii)  to
      pay
      the Credit Risk Management Fee to the Credit Risk Manager; 

     

    (viii)  to
      pay
      the Excess Servicing Fee, if any, to the Class CE-2 Certificateholder pursuant
      to Section 5.01(b) of this Agreement; and

     

    (ix)  to
      clear
      and terminate the Distribution Account pursuant to Section 10.01 of this
      Agreement.

     

    SECTION
      3.10  Investment
      of Funds in the Investment Accounts.

     

    (a)  The
      Servicer may direct, by means of written directions (which may be standing
      directions), any Depository Institution maintaining the Collection Account
      or
      Simple Interest Excess Sub-Account to invest the funds in the Collection Account
      or Simple Interest Excess Sub-Account (for purposes of this Section 3.10,
      an “Investment Account”) in one or more Permitted Investments bearing interest
      or sold at a discount, and maturing, unless payable on demand, (i) 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, if a Person other
      than the Securities Administrator is the obligor thereon, and (ii) no later
      than
      the date on which such funds are required to be withdrawn from such account
      pursuant to this Agreement, if the Securities Administrator is the obligor
      on
      such Permitted Investment. Amounts in the Distribution Account may be invested
      in Permitted Investments as directed in writing by the Master Servicer and
      maturing, unless payable on demand, (i) 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, if a Person other than the
      Securities Administrator is the obligor thereon, and (ii) no later than the
      date
      on which such funds are required to be withdrawn from such account pursuant
      to
      this Agreement, if the Securities Administrator is the obligor thereon. All
      such
      Permitted Investments shall be held to maturity, unless payable on demand.
      Any
      investment of funds shall be made in the name of the Trustee (in its capacity
      as
      such) or in the name of a nominee of the Trustee. The Securities Administrator
      shall be entitled to sole possession over each such investment in the
      Distribution Account and, subject to subsection (b) below, the income thereon,
      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
      Trustee or its nominee. In the event amounts on deposit in the Collection
      Account are at any time invested in a Permitted Investment payable on demand,
      the party with investment discretion over such Investment Account
      shall:

     

    
      
        
        

      

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

     

    (y) demand
      payment of all amounts due thereunder promptly upon receipt by such party of
      written notice from the Servicer 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
      Collection Account or Simple Interest Excess Sub-Account shall be for the
      benefit of the Servicer and shall be subject to its withdrawal in accordance
      with Section 3.09 of this Agreement. The Servicer shall deposit in the
      Collection Account or Simple Interest Excess Sub-Account the amount of any
      loss
      incurred in respect of any such Permitted Investment made with funds in such
      account immediately upon realization of such loss. All earnings and gain
      realized from the investment of funds deposited in the Distribution Account
      shall be for the benefit of the Master Servicer. The Master Servicer shall
      remit
      from its own funds for deposit into the Distribution Account the amount of
      any
      loss incurred on Permitted Investments in the Distribution Account.

     

    (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 Trustee
      may and, subject to Section 9.01 and Section 9.02(a)(v) of this
      Agreement, shall, at the written direction of the Servicer, take such action
      as
      may be appropriate to enforce such payment or performance, including the
      institution and prosecution of appropriate proceedings.

     

    (d)  The
      Trustee, the Master Servicer or their respective Affiliates are permitted to
      receive additional compensation that could be deemed to be in the Trustee’s or
      the Master Servicer’s economic self-interest for (i) serving as investment
      adviser, administrator, shareholder servicing agent, custodian or sub-custodian
      with respect to certain of the Permitted Investments, (ii) using Affiliates
      to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable or payable to the Trustee or the
      Master Servicer pursuant to Section 3.09 or Section 3.10 of this
      Agreement or otherwise payable in respect of Extraordinary Trust Fund Expenses.
      Such additional compensation shall not be an expense of the Trust
      Fund.

     

    
      
        
        

      

      
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    SECTION
      3.11  Maintenance
      of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary
      Mortgage Insurance.

     

    (a)  The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property related to
      a
      Mortgage Loan serviced by the Servicer fire and hazard insurance with extended
      coverage as is customary in the area where the Mortgaged Property is located
      in
      an amount which is at least equal to the lesser of the current principal balance
      of such Mortgage Loan and the amount necessary to compensate fully for any
      damage or loss to the improvements which are a part of such property on a
      replacement cost basis, in each case in an amount not less than such amount
      as
      is necessary to avoid the application of any coinsurance clause contained in
      the
      related hazard insurance policy. The Servicer shall also cause to be maintained
      fire and hazard insurance on each REO Property with extended coverage as is
      customary in the area where the Mortgaged Property is located in an amount
      which
      is at least equal to the lesser of (i) the maximum insurable value of the
      improvements which are a part of such property and (ii) the outstanding
      principal balance of the related Mortgage Loan (including, with respect to
      each
      second lien Mortgage Loan, the outstanding principal balance of the related
      first lien) at the time it became an REO Property, in each case in an amount
      not
      less than such amount as is necessary to avoid the application of any
      coinsurance clause contained in the related hazard insurance policy. The
      Servicer will comply in the performance of this Agreement with all reasonable
      rules and requirements of each insurer under any such hazard policies. Any
      amounts to be collected by the Servicer under any such policies (other than
      amounts to be applied to the restoration or repair of the property subject
      to
      the related Mortgage or amounts to be released to the Mortgagor in accordance
      with Accepted Servicing Practices, subject to the terms and conditions of the
      related Mortgage and Mortgage Note) shall be deposited in the Collection
      Account, subject to withdrawal pursuant to Section 3.09 of this Agreement,
      if received in respect of a Mortgage Loan, or in the REO Account, subject to
      withdrawal pursuant to Section 3.21 of this Agreement, if received in
      respect of an REO Property. Any cost incurred by the Servicer in maintaining
      any
      such insurance shall not, for the purpose of calculating distributions to
      Certificateholders, be added to the unpaid principal balance of the related
      Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
      It is understood and agreed that no earthquake or other additional insurance
      is
      to be required of any Mortgagor other than pursuant to such applicable laws
      and
      regulations as shall at any time be in force and as shall require such
      additional insurance. If
      the
      related Mortgaged Property is located in an area identified by the Flood
      Emergency Management Agency as having special flood hazards (and such flood
      insurance has been made available) the Servicer shall cause to be maintained
      a
      flood insurance policy in an amount representing coverage equal to the lesser
      of: (i) the minimum amount required, under the terms of coverage, to compensate
      for any damage or loss on a replacement cost basis (or the unpaid balance of
      the
      mortgage if replacement cost coverage is not available for the type of building
      insured) and (ii) the maximum amount of insurance which is available under
      the
      Flood Disaster Protection Act of 1973, as amended. If at any time during the
      term of the Mortgage Loan, the Servicer determines in accordance with applicable
      law that a Mortgaged Property or REO Property is located in a special flood
      hazard area and is not covered by flood insurance or is covered in an amount
      less than the amount required by the Flood Disaster Protection Act of 1973,
      as
      amended, the Servicer shall notify the related Mortgagor that the Mortgagor
      must
      obtain such flood insurance coverage, and if said Mortgagor fails to obtain
      the
      required flood insurance coverage within forty-five (45) days after such
      notification, the Servicer shall immediately force place the required flood
      insurance on the Mortgagor’s behalf.

     

    
      
        
        

      

      
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    (b)  In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide or otherwise acceptable to Fannie Mae or Freddie Mac insuring against
      hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
      to
      have satisfied its obligations to cause fire and hazard insurance to be
      maintained on the Mortgaged Properties, it being understood and agreed that
      such
      policy may contain a deductible clause, in which case the Servicer shall, in
      the
      event that there shall not have been maintained on the related Mortgaged
      Property or REO Property a policy complying with the first two sentences of
      this
      Section 3.11, and there shall have been one or more losses which would have
      been covered by such policy, deposit to the Collection Account from its own
      funds the amount not otherwise payable under the blanket policy because of
      such
      deductible clause. In connection with its activities as administrator and
      servicer of the Mortgage Loans, the Servicer agrees to prepare and present,
      on
      behalf of itself, the Trustee, the Trust Fund and the Certificateholders, claims
      under any such blanket policy in a timely fashion in accordance with the terms
      of such policy.

     

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

     

    (d)  The
      Servicer shall not take any action that would result in noncoverage under any
      applicable primary mortgage insurance policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. The Servicer shall
      use its best efforts to keep in force and effect any applicable primary mortgage
      insurance policy and, to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance, any other primary mortgage insurance
      applicable to any Mortgage Loan. Except as required by applicable law or the
      related Mortgage Loan Documents, the Servicer shall not cancel or refuse to
      renew any such primary mortgage insurance policy that is in effect at the date
      of the initial issuance of the related Mortgage Note and is required to be
      kept
      in force hereunder.

     

    
      
        
        

      

      
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    The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08 of this Agreement, any
      amounts collected by the Servicer under any primary mortgage insurance policies
      shall be deposited in the Collection Account, subject to withdrawal pursuant
      to
      Section 3.09 of this Agreement. Notwithstanding any provision to the
      contrary, the Servicer shall not have any responsibility with respect to a
      primary mortgage insurance policy unless the Servicer has been made aware of
      such policy, as reflected on the Mortgage Loan Schedule or otherwise and have
      been provided with adequate information to administer such policy.

     

    (e)  The
      Servicer need not obtain the approval of the Master Servicer prior to releasing
      any Insurance Proceeds to the Mortgagor to be applied to the restoration or
      repair of the Mortgaged Property if such release is in accordance with Accepted
      Servicing Practices. At a minimum, the Servicer shall comply with the following
      conditions in connection with any such release of Insurance Proceeds in excess
      of $10,000:

     

    (i)  the
      Servicer shall receive satisfactory independent verification of completion
      of
      repairs and issuance of any required approvals with respect
      thereto;

     

    (ii)  the
      Servicer shall take all steps necessary to preserve the priority of the lien
      of
      the Mortgage, including, but not limited to requiring waivers with respect
      to
      mechanics’ and materialmen’s liens; and

     

    (iii)  pending
      repairs or restoration, the Servicer shall place the Insurance Proceeds in
      the
      related Escrow Account, if any.

     

    SECTION
      3.12  Enforcement
      of Due-on-Sale Clauses; Assumption Agreements.

     

    The
      Servicer shall, to the extent it has knowledge of any conveyance of any
      Mortgaged Property by any related Mortgagor (whether by absolute conveyance
      or
      by contract of sale, and whether or not the Mortgagor remains or is to remain
      liable under the Mortgage Note and/or the Mortgage), exercise its rights to
      accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
      any, applicable thereto; provided, however, that the Servicer shall not exercise
      any such rights if prohibited by law from doing so. If the Servicer reasonably
      believes that it is unable under applicable law to enforce such “due-on-sale”
clause, or if any of the other conditions set forth in the proviso to the
      preceding sentence apply, the Servicer shall make reasonable efforts to enter
      into an assumption and modification agreement from or with the person to whom
      such property has been conveyed or is proposed to be conveyed, pursuant to
      which
      such person becomes liable under the Mortgage Note and, to the extent permitted
      by applicable state law, the Mortgagor remains liable thereon. The Servicer
      is
      also authorized to enter into a substitution of liability agreement with such
      person, pursuant to which the original Mortgagor is released from liability
      and
      such person is substituted as the Mortgagor and becomes liable under the
      Mortgage Note, provided that no such substitution shall be effective unless
      such
      person satisfies the then current underwriting criteria of the Servicer for
      mortgage loans similar to the Mortgage Loans. In connection with any assumption
      or substitution, the Servicer shall apply such underwriting standards and follow
      such practices and procedures as shall be normal and usual in its general
      mortgage servicing activities and as it applies to other mortgage loans owned
      solely by it. The Servicer shall not take or enter into any assumption and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Servicer in respect of an assumption or substitution of liability agreement
      will be retained by such Servicer as additional servicing compensation. In
      connection with any such assumption, no material term of the Mortgage Note
      (including but not limited to the related Mortgage Rate and the amount of the
      Monthly Payment) may be amended or modified, except as otherwise required
      pursuant to the terms thereof. The Servicer shall notify the Trustee (or the
      applicable Custodian) that any such substitution or assumption agreement has
      been completed by forwarding to the Trustee (or the applicable Custodian) the
      executed original of such substitution or assumption agreement, which document
      shall be added to the related Mortgage File and shall, for all purposes, be
      considered a part of such Mortgage File to the same extent as all other
      documents and instruments constituting a part thereof.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason whatever.
      For purposes of this Section 3.12, the term “assumption” is deemed to also
      include a sale (of the Mortgaged Property) subject to the Mortgage that is
      not
      accompanied by an assumption or substitution of liability
      agreement.

     

    SECTION
      3.13  Realization
      Upon Defaulted Mortgage Loans.

     

    (a)  The
      Servicer shall use its best efforts, consistent with Accepted Servicing
      Practices, to foreclose upon or otherwise comparably convert the ownership
      of
      properties securing such of the Mortgage Loans as come into and continue in
      default and as to which no satisfactory arrangements can be made for collection
      of delinquent payments pursuant to Section 3.06 of this Agreement. The
      Servicer shall be responsible for all costs and expenses incurred by it in
      any
      such proceedings; provided, however, that such costs and expenses will be
      recoverable as Servicing Advances by the Servicer as contemplated in
      Section 3.09 and Section 3.21 of this Agreement. The foregoing is
      subject to the provision that, in any case in which a Mortgaged Property shall
      have suffered damage from an Uninsured Cause, the Servicer shall not be required
      to expend its own funds toward the restoration of such property unless it shall
      determine in its discretion that such restoration will increase the proceeds
      of
      liquidation of the related Mortgage Loan after reimbursement to itself for
      such
      expenses.

     

    (b)  Notwithstanding
      the foregoing provisions of this Section 3.13 or any other provision of
      this Agreement, with respect to any Mortgage Loan as to which the Servicer
      has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Servicer shall
      not, on behalf of the Trust Fund, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trust Fund, the
      Trustee or the Certificateholders would be considered to hold title to, to
      be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended from time to time,
      or any comparable law, unless the Servicer has also previously determined,
      based
      on its reasonable judgment and a prudent report prepared by an Independent
      Person who regularly conducts environmental audits using customary industry
      standards, that:

     

    
      
        
        

      

      
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    (1) such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    (2) there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.13 shall
      be advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.09(a)(ix) of
      this Agreement, such right of reimbursement being prior to the rights of
      Certificateholders to receive any amount in the Collection Account received
      in
      respect of the affected Mortgage Loan or other Mortgage Loans.

     

    If
      the
      Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
      materials affecting any such Mortgaged Property, then the Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.09(a)(iii) or
      Section 3.09(a)(ix) of this Agreement, such right of reimbursement being
      prior to the rights of Certificateholders to receive any amount in the
      Collection Account received in respect of the affected Mortgage Loan or other
      Mortgage Loans.

     

    (c)  The
      Class
      CE-1 Certificateholder shall have the right to purchase from REMIC I any
      Mortgage Loan which was not delinquent as of the Closing Date but which becomes
      delinquent in payment by 90 days or more and, in the event that the Class CE-1
      Certificateholder fails to exercise such option, the Servicer shall have the
      right to purchase from REMIC I any such Mortgage Loan, which the Servicer
      determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee, in form and substance satisfactory to the Servicer and the Trustee
      prior to purchase). The Purchase Price for any Mortgage Loan purchased pursuant
      to this clause (c) shall be (i) remitted to the Securities Administrator for
      deposit into the Distribution Account with respect to a purchase by the Class
      CE-1 Certificateholder or (ii) deposited in the Collection Account with respect
      to a purchase by the Servicer, and the Trustee, upon receipt of written
      certification from the Securities Administrator or the Servicer, as applicable,
      of such deposit, shall release or cause to be released to the Class CE-1
      Certificateholder or the Servicer, as applicable, the related Mortgage File
      and
      the Trustee shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, representation or warranty, as the
      Class CE-1 Certificateholder or the Servicer, as applicable, shall furnish
      and
      as shall be necessary to vest in the Class CE-1 Certificateholder or the
      Servicer, as applicable, title to any Mortgage Loan released pursuant
      hereto.

     

    
      
        
        

      

      
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    (d)  Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Servicer for any related
      unreimbursed Servicing Advances and P&I Advances, pursuant to
      Section 3.09(a)(ii) or Section 3.09(a)(iii) of this Agreement; second,
      to accrued and unpaid interest on the Mortgage Loan, to the date of the Final
      Recovery Determination, or to the Due Date prior to the Distribution Date on
      which such amounts are to be distributed if not in connection with a Final
      Recovery Determination; and third, as a recovery of principal of the Mortgage
      Loan. If the amount of the recovery so allocated to interest is less than the
      full amount of accrued and unpaid interest due on such Mortgage Loan, the amount
      of such recovery will be allocated by the Servicer as follows: first, to unpaid
      Servicing Fees; and second, to the balance of the interest then due and owing.
      The portion of the recovery so allocated to unpaid Servicing Fees shall be
      reimbursed to the Servicer pursuant to Section 3.09(a)(iii) of this
      Agreement. The portion of the recovery allocated to interest (net of unpaid
      Servicing Fees) and the portion of the recovery allocated to principal of the
      Mortgage Loan shall be applied as follows: first, to reimburse the Servicer
      for
      any related unreimbursed P&I Advances or Servicing Advances in accordance
      with Section 3.09(a)(ii) and Section 3.09(a)(iii) of this Agreement
      and any other amounts reimbursable to the Servicer pursuant to Section 3.09
      of this Agreement, and second, as part of the amounts to be transferred to
      the
      Distribution Account in accordance with Section 3.08(c) of this
      Agreement.

     

    (e)  [Reserved].

     

    SECTION
      3.14  Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by a
      Servicer of a notification that payment in full has been escrowed in a manner
      customary for such purposes for payment to Certificateholders on the next
      Distribution Date, the related Servicer will promptly furnish to the applicable
      Custodian, on behalf of the Trustee, two copies of a request for release
      substantially in the form attached to the related Custodial Agreement signed
      by
      a Servicing Officer or in a mutually agreeable electronic format which will,
      in
      lieu of a signature on its face, originate from a Servicing Officer (which
      certification shall include a statement to the effect that all amounts received
      in connection with such payment that are required to be deposited in the
      Collection Account have been or will be so deposited) and shall request that
      such Custodian, on behalf of the Trustee, deliver to the related Servicer the
      related Mortgage File. Upon receipt of such certification and request, the
      applicable Custodian, on behalf of the Trustee, shall within five (5) Business
      Days release the related Mortgage File to the related Servicer and the Trustee
      and the applicable Custodian shall have no further responsibility with regard
      to
      such Mortgage File. Upon any such payment in full, the related Servicer is
      authorized, to give, as agent for the Trustee, as the mortgagee under the
      Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
      assignment of mortgage without recourse) regarding the Mortgaged Property
      subject to the Mortgage, which instrument of satisfaction or assignment, as
      the
      case may be, shall be delivered to the Person or Persons entitled thereto
      against receipt therefor of such payment, it being understood and agreed that
      no
      expenses incurred in connection with such instrument of satisfaction or
      assignment, as the case may be, shall be chargeable to the Collection
      Account.

     

    
      
        
        

      

      
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    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, the Trustee shall execute such documents as shall be prepared and
      furnished to the Trustee by the related Servicer (in form reasonably acceptable
      to the Trustee) and as are necessary to the prosecution of any such proceedings.
      The applicable Custodian, on behalf of the Trustee, shall, upon the request
      of
      the related Servicer, and delivery to the applicable Custodian of two copies
      of
      a request for release signed by a Servicing Officer substantially in the form
      attached to the related Custodial Agreement (or in a mutually agreeable
      electronic format which will, in lieu of a signature on its face, originate
      from
      a Servicing Officer), release within five (5) Business Days the related Mortgage
      File held in its possession or control to the related Servicer. Such trust
      receipt shall obligate the related Servicer to return the Mortgage File to
      the
      applicable Custodian on behalf of the Trustee, when the need therefor by such
      Servicer no longer exists unless the Mortgage Loan shall be liquidated, in
      which
      case, upon receipt of a certificate of a Servicing Officer similar to that
      hereinabove specified, the Mortgage File shall be released by the applicable
      Custodian, on behalf of the Trustee, to the related Servicer.

     

    Notwithstanding
      the foregoing, in connection with a Principal Prepayment in full of any Mortgage
      Loan, the Master Servicer may request release of the related Mortgage File
      from
      the applicable Custodian, in accordance with the provisions of the related
      Custodial Agreement, in the event the related Servicer fails to do
      so.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the related Servicer, any court pleadings, requests for trustee’s
      sale or other documents prepared and delivered to the Trustee and reasonably
      acceptable to it and necessary to the foreclosure or trustee’s sale in respect
      of a Mortgaged Property or to any legal action brought to obtain judgment
      against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
      judgment, or to enforce any other remedies or rights provided by the Mortgage
      Note or Mortgage or otherwise available at law or in equity. Each such
      certification shall include a request that such pleadings or documents be
      executed by the Trustee and a statement as to the reason such documents or
      pleadings are required and that the execution and delivery thereof by the
      Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
      for the termination of such a lien upon completion of the foreclosure or
      trustee’s sale. So long as no Servicer Event of Default shall have occurred and
      be continuing, the related Servicer shall have the right to execute any and
      all
      such court pleadings, requests and other documents as attorney-in-fact for,
      and
      on behalf of the Trustee. Notwithstanding the preceding sentence, the Trustee
      shall in no way be liable or responsible for the willful malfeasance of the
      Servicer, or for any wrongful or negligent actions taken by the Servicer, while
      the Servicer is acting in its capacity as attorney-in-fact for and on behalf
      of
      the Trustee.

     

    
      
        
        

      

      
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    SECTION
      3.15  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      a
      Servicing Fee calculated at the Ocwen Servicing Fee Rate with respect to each
      Mortgage Loan serviced by the Servicer payable solely from payments of interest
      in respect of such Mortgage Loan, subject to Section 3.22 of this
      Agreement. In addition, the Servicer shall be entitled to recover unpaid
      Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the extent
      permitted by Section 3.09(a)(iii) of this Agreement and out of amounts
      derived from the operation and sale of an REO Property to the extent permitted
      by Section 3.21 of this Agreement. Subject to Section 3.25 of this
      Agreement, the right to receive the Servicing Fee may not be transferred in
      whole or in part except in connection with the transfer of all of the Servicer’s
      responsibilities and obligations under this Agreement to the extent permitted
      herein.

     

    Additional
      servicing compensation in the form of assumption fees, late payment charges,
      customary real estate referral fees and other miscellaneous fees (other than
      Prepayment Charges), and ancillary income shall be retained by the Servicer
      only
      to the extent such fees or charges are received by the Servicer. The Servicer
      shall also be entitled pursuant to Section 3.09(a)(iv) of this Agreement to
      withdraw from the Collection Account and pursuant to Section 3.21(b) of
      this Agreement to withdraw from any REO Account, as additional servicing
      compensation, interest or other income earned on deposits therein, subject
      to
      Section 3.10 of this Agreement. In addition, the Servicer shall be entitled
      to retain or withdraw from the Collection Account, pursuant to
      Section 3.09(a)(x) of this Agreement, any Prepayment Interest Excess with
      respect to the Mortgage Loans serviced by it as additional servicing
      compensation. The Servicer shall be required to pay all expenses incurred by
      it
      in connection with its servicing activities hereunder and shall not be entitled
      to reimbursement therefor except as specifically provided herein.

     

    SECTION
      3.16  Collection
      Account Statements.

     

    Upon
      request, not later than fifteen days after each Distribution Date,
      the
      Servicer shall forward to the Master Servicer, the Securities Administrator
      and
      the Depositor a statement prepared by the institution at which the Collection
      Account is maintained setting forth the status of the Collection Account as
      of
      the close of business on such Distribution Date and showing, for the period
      covered by such statement, the aggregate amount of deposits into and withdrawals
      from the Collection Account of each category of deposit specified in
      Section 3.08(a) of this Agreement and each category of withdrawal specified
      in Section 3.09 of this Agreement. Copies of such statement and any similar
      statements provided by the Servicer shall be provided by the Securities
      Administrator to any Certificateholder and to any Person identified to the
      Securities Administrator as a prospective transferee of a Certificate, upon
      request at the expense of the requesting party, provided such statement is
      delivered by the Servicer to the Securities Administrator.

     

    
      
        
        

      

      
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    SECTION
      3.17  Annual
      Statement as to Compliance.

     

    (a)  The
      Servicer shall deliver (and shall cause any Sub-Servicer engaged by it to
      deliver) to the Master Servicer and to the Depositor on or before March 15
      of
      each year, commencing in March 2007, an Officer’s Certificate stating, as to the
      signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of the Servicer’s performance
      under this Agreement, or such other applicable agreement in the case of a
      Sub-Servicer, has been made under such officer’s supervision and (B) to the best
      of such officer’s knowledge, based on such review, such party has fulfilled all
      its obligations under this Agreement, or such other applicable agreement in
      the
      case of a Sub-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 from the Servicer, any Sub-Servicer engaged by the Servicer, the
      Depositor shall review such Officer’s Certificate and, if applicable, consult
      with each such party, as applicable, as to the nature of any failures by such
      party, in the fulfillment of any of the Servicer’s obligations hereunder or, in
      the case of a Sub-Servicer, under such other applicable agreement.

     

    (b)  Failure
      of the Servicer to comply timely with this Section 3.17 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the Servicer
      for the same (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided in this Agreement). This paragraph shall supersede any
      other
      provision in this Agreement or any other agreement to the contrary.

     

    (c)  In
      the
      event the Servicer or any Sub-Servicer engaged by the Servicer is terminated,
      assigns its rights and obligations under or resigns pursuant to the terms of
      this Agreement, or any applicable agreement in the case of a Sub-Servicer,
      as
      the case may be, such party shall provide an Officer’s Certificate with respect
      to the related year pursuant to this Section 3.17(c) or to such other applicable
      agreement, as the case may be, notwithstanding any such termination, assignment
      or resignation for the related year.

     

    SECTION
      3.18  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the Servicer, at its own expense,
      shall furnish, and shall cause any Servicing Function Participant engaged by
      it
      to furnish, each at its own expense, to the Master Servicer, a report on an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Relevant Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (C) such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for the fiscal year covered by the Form 10-K required to
      be
      filed pursuant to Section 5.06(d), including, if there has been any material
      instance of noncompliance with the Relevant Servicing Criteria, a discussion
      of
      each such failure and the nature and status thereof, and (D) a statement that
      a
      registered public accounting firm has issued an attestation report on such
      party’s assessment of compliance with the Relevant Servicing Criteria as of and
      for such period. Notwithstanding the foregoing, neither the Servicer nor any
      Servicing Function Participant engaged by the Servicer shall be required to
      deliver any assessments until March 31st
      in any
      given year so long as it has not received written confirmation from the
      Depositor that a Form 10-K is required to be filed in respect of the Trust
      for
      the preceding calendar year, however, notwithstanding anything herein to the
      contrary, no Subcontractor will be required to deliver any assessments in any
      such given year in which the Form 10-K is not required to be filed.

     

    
      
        
        

      

      
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    (b)  By
      March
      15 of each year, commencing in March 2007, the Servicer, at its own expense,
      shall cause, and the Servicer shall cause any Servicing Function Participant
      engaged by it to cause, each at its own expense, a registered public accounting
      firm (which may also render other services to the Servicer or such other
      Servicing Function Participants, as the case may be) and that is a member of
      the
      American Institute of Certified Public Accountants to furnish a report to the
      Master Servicer, to the effect that (i) it has obtained a representation
      regarding certain matters from the management of such party, which includes
      an
      assertion that such party has complied with the Relevant Servicing Criteria,
      and
      (ii) on the basis of an examination conducted by such firm in accordance with
      standards for attestation engagements issued or adopted by the PCAOB, it is
      expressing an opinion as to whether such party’s compliance with the Relevant
      Servicing Criteria was fairly stated in all material respects, or it cannot
      express an overall opinion regarding such party’s assessment of compliance with
      the Relevant Servicing Criteria. 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. Notwithstanding the
      foregoing, neither the Servicer nor any Servicing Function Participant engaged
      by the Servicer shall be required to deliver or cause the delivery of such
      reports until March 31st
      in any
      given year so long as the Servicer has not received written confirmation from
      the Depositor that a Form 10-K is required to be filed in respect of the Trust
      for the preceding fiscal year, however, notwithstanding anything herein to
      the
      contrary, no Subcontractor will be required to deliver any report in any such
      given year in which the Form 10-K is not required to be filed.

     

    (c)  Failure
      of the Servicer to comply timely with this Section 3.18 shall be deemed a
      Servicer Event of Default as to the Servicer, automatically, without notice
      and
      without any cure period, and the Master Servicer may, in addition to whatever
      rights the Master Servicer may have under this Agreement and at law or in equity
      or to damages, including injunctive relief and specific performance, terminate
      all the rights and obligations of the Servicer under this Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the Servicer
      for the same (other than the Servicer’s right to reimbursement of unreimbursed
      P&I Advances and Servicing Advances and accrued and unpaid Servicing Fees in
      the manner provided for in this Agreement). This paragraph shall supersede
      any
      other provision in this Agreement or any other agreement to the
      contrary.

     

    (d)  In
      the
      event the Servicer or any Servicing Function Participant engaged by the Servicer
      is terminated, assigns its rights and obligations under, or resigns pursuant
      to
      the terms of this Agreement, or any applicable agreement in the case of a
      Servicing Function Participant, as the case may be, such party shall provide
      a
      report on assessment of compliance with respect to the related year pursuant
      to
      this Section 3.18(d) or to such other applicable agreement, notwithstanding
      any
      such termination, assignment or resignation for the related year.

     

    
      
        
        

      

      
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    SECTION
      3.19  Annual
      Certification; Additional Information.

     

    (a)  The
      Servicer shall and 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 a certification (each, a “Back-Up
      Certification”), in the form attached hereto as Exhibit C, 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 officer
      of the Master Servicer in charge of the master servicing function shall serve
      as
      the Certifying Person on behalf of the Trust. In the event the Servicer or
      any
      Servicing Function Participant engaged by it is terminated or resigns pursuant
      to the terms of this Agreement, or any applicable Sub-Servicing agreement,
      as
      the case may be, such party shall provide a Back-Up Certification to the
      Certifying Person pursuant to this Section 3.19 with respect to the period
      of
      time it was subject to this Agreement or any applicable Sub-Servicing Agreement,
      as the case may be.

     

    (b)  The
      Servicer shall indemnify and hold harmless the Master Servicer, the Securities
      Administrator, the Trustee, the Depositor and their respective officers,
      directors, agents and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon a breach
      by
      the Servicer or any of its officers, directors, agents or affiliates of its
      obligations under this Section 3.19 or the Servicer’s negligence, bad faith
      or willful misconduct in connection therewith. Such indemnity shall survive
      the
      termination or resignation of the parties hereto or the termination of this
      Agreement. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator,
      the Trustee and the Depositor, then the Servicer agrees that it shall contribute
      to the amount paid or payable by the Master Servicer, the Securities
      Administrator, the Trustee and the Depositor as a result of the losses, claims,
      damages or liabilities of the Master Servicer, the Securities Administrator,
      the
      Trustee and the Depositor in such proportion as is appropriate to reflect the
      relative fault of the Master Servicer, the Securities Administrator, the Trustee
      and the Depositor on the one hand and the Servicer on the other in connection
      with a breach of the Servicer’s obligations under this
      Section 3.19.

     

    (c)  The
      Servicer shall provide to the Master Servicer prompt notice of the occurrence
      of
      any of the following: 

     

    (i)  any
      Servicer Event of Default under the terms of this Agreement, any merger,
      consolidation or sale of substantially all of the assets of the Servicer, the
      Servicer’s engagement of any Sub-Servicer to perform or assist in the
      performance of any of the Servicer’s obligations under this Agreement, any
      material litigation involving the Servicer that is material to the
      Certificateholders, and to the extent disclosure is required under Regulation
      AB, any affiliation or other significant relationship between the Servicer
      and
      the Sponsor, the Depositor, the Master Servicer, the Securities Administrator,
      the Trustee, the Custodians, another Servicer and the Cap
      Counterparty.

     

    
      
        
        

      

      
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    (ii)  If
      the
      Servicer has knowledge of the occurrence of any of the events described in
      this
      clause (ii), then no later than ten days prior to the deadline for the filing
      of
      any Distribution Report on Form 10-D in respect of the Trust, the Servicer
      shall
      provide to the Master Servicer notice of the occurrence of any of the following
      events along with all information, data, and materials related thereto as may
      be
      required to be included in the related Distribution Report on Form 10-D (as
      specified in the provisions of Regulation AB referenced below):

     

    (A) any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments relating to the Mortgage Loans serviced by the Servicer
      during the distribution period or that have cumulatively become material over
      time (Item 1121(a)(11) of Regulation AB);

     

    (B) material
      breaches of pool asset representations or warranties or servicer transaction
      covenants relating to the Mortgage Loans serviced by the Servicer (Item
      1121(a)(12) of Regulation AB); and

     

    (C) any
      material pool asset changes (such as, additions, substitutions or repurchases)
      relating to the Mortgage Loans serviced by the Servicer (Item 1121(a)(14) of
      Regulation AB).

     

    (d)  The
      Servicer shall provide to the Master Servicer and the Securities Administrator
      such additional information as the Master Servicer and the Securities
      Administrator may reasonably request, including evidence of the authorization
      of
      the person signing any certification or statement, financial information and
      reports and of the fidelity bond and errors and omissions insurance policy
      required to be maintained by the Servicer pursuant to this Agreement, and such
      other information related to the Servicer or its performance
      hereunder.

     

    SECTION
      3.20  Access
      to Certain Documentation.

     

    The
      Servicer shall provide to the Depositor and Trustee, access to the documentation
      regarding the Mortgage Loans required by applicable laws and regulations. Such
      access shall be afforded without charge, but only upon reasonable request and
      during normal business hours at the offices of the Servicer designated by it.
      Nothing in this Section 3.20 shall limit the obligation of the Servicer to
      comply with any applicable law prohibiting disclosure of information regarding
      the Mortgagors and the failure of the Servicer to provide access as provided
      in
      this Section as a result of such obligation shall not constitute a breach
      of this Section. Nothing in this Section 3.20 shall require the Servicer to
      collect, create, collate or otherwise generate any information that it does
      not
      generate in its usual course of business. The Servicer shall not be required
      to
      make copies of or ship documents to any Person unless provisions have been
      made
      for the reimbursement of the costs thereof.

     

    
      
        
        

      

      
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    SECTION
      3.21  Title,
      Management and Disposition of REO Property.

     

    (a)  The
      deed
      or certificate of sale of any REO Property shall be taken in the name of the
      Trustee, or its nominee, on behalf of the Trust Fund and for the benefit of
      the
      Certificateholders. The Servicer, on behalf of REMIC I, shall either sell any
      REO Property by the close of the third calendar year following the calendar
      year
      in which REMIC I acquires ownership of such REO Property for purposes of
      Section 860G(a)(8) of the Code or request from the Internal Revenue
      Service, no later than sixty (60) days before the day on which the three-year
      grace period would otherwise expire an extension of the three-year grace period,
      unless the Servicer had delivered to the Trustee an Opinion of Counsel,
      addressed to the Trustee and the Depositor, to the effect that the holding
      by
      REMIC I of such REO Property subsequent to three years after its acquisition
      will not result in the imposition on any Trust REMIC created hereunder of taxes
      on “prohibited transactions” thereof, as defined in Section 860F of the
      Code, or cause any Trust REMIC hereunder to fail to qualify as a REMIC under
      Federal law at any time that any Certificates are outstanding. The Servicer
      shall manage, conserve, protect and operate each REO Property for the
      Certificateholders solely for the purpose of its prompt disposition and sale
      in
      a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code
      or result in the receipt by any Trust REMIC created hereunder of any “income
      from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
      the Code, or any “net income from foreclosure property” which is subject to
      taxation under the REMIC Provisions.

     

    (b)  The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall establish and maintain with respect to REO Properties
      an account held in trust for the Trustee, on behalf of the Trust Fund and for
      the benefit of the Certificateholders (the “REO Account”), which shall be an
      Eligible Account. The Servicer shall be permitted to allow the Collection
      Account to serve as the REO Account, subject to the maintenance of separate
      ledgers for each REO Property. The Servicer shall be entitled to retain or
      withdraw any interest income paid on funds deposited in the REO
      Account.

     

    (c)  The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property as are consistent with the manner in which
      the
      Servicer manages and operates similar property owned by it or any of its
      Affiliates, all on such terms and for such period as the Servicer deems to
      be in
      the best interests of Certificateholders. In connection therewith, the Servicer
      shall deposit, or cause to be deposited in the clearing account in which it
      customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one Business Day after the Servicer’s receipt thereof, and shall
      thereafter deposit in the REO Account, in no event more than two Business Days
      after the deposit of good funds into the clearing account, all revenues received
      by it with respect to an REO Property and shall withdraw therefrom funds
      necessary for the proper operation, management and maintenance of such REO
      Property including, without limitation:

     

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

     

    
      
        
        

      

      
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    (ii)  all
      real
      estate taxes and assessments in respect of such REO Property that may result
      in
      the imposition of a lien thereon; and

     

    (iii)  all
      costs
      and expenses necessary to maintain such REO Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses (i) through
      (iii) above with respect to such REO Property, the Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Subject
      to compliance with applicable laws and regulations as shall at any time be
      in
      force, and notwithstanding the foregoing, the Servicer, on behalf of the Trust
      Fund, shall not:

     

    (i)  enter
      into, renew or extend any New Lease with respect to any REO Property, if the
      New
      Lease by its terms will give rise to any income that does not constitute Rents
      from Real Property;

     

    (ii)  permit
      any amount to be received or accrued under any New Lease other than amounts
      that
      will constitute Rents from Real Property;

     

    (iii)  authorize
      or permit any construction on any REO Property, other than the completion of
      a
      building or other improvement thereon, and then only if more than ten percent
      of
      the construction of such building or other improvement was completed before
      default on the related Mortgage Loan became imminent, all within the meaning
      of
      Section 856(e)(4)(B) of the Code; or

     

    (iv)  allow
      any
      Person to Directly Operate any REO Property on any date more than ninety (90)
      days after its date of acquisition by the Trust Fund;

     

    unless,
      in any such case, the Servicer has obtained an Opinion of Counsel, provided
      to
      the Servicer and the Trustee, to the effect that such action will not cause
      such
      REO Property to fail to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code at any time that it is held by REMIC I, in
      which case the Servicer may take such actions as are specified in such Opinion
      of Counsel.

     

    The
      Servicer may contract with any Independent Contractor for the operation and
      management of any REO Property, provided that:

     

    (i)  the
      terms
      and conditions of any such contract shall not be inconsistent
      herewith;

     

    (ii)  any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the Servicer
      as soon as practicable, but in no event later than thirty days following the
      receipt thereof by such Independent Contractor;

     

    
      
        
        

      

      
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    (iii)  none
      of
      the provisions of this Section 3.21(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Trust Fund and for the benefit of the Certificateholders with respect to
      the
      operation and management of any such REO Property; and

     

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

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.15 of this Agreement is sufficient to
      pay such fees. Any such agreement shall include a provision that such agreement
      may be immediately terminated by any successor servicer (including the Master
      Servicer) without fee, in the event the Servicer shall for any reason, no longer
      be the Servicer of the Mortgage Loans (including termination due to a Servicer
      Event of Default).

     

    (d)  In
      addition to the withdrawals permitted under Section 3.21(c) of this
      Agreement, the Servicer may from time to time make withdrawals from the related
      REO Account for any REO Property: (i) to pay itself unpaid Servicing Fees in
      respect of the related Mortgage Loan; and (ii) to reimburse itself or any
      Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect
      of
      such REO Property or the related Mortgage Loan. On the Servicer Remittance
      Date,
      the Servicer shall withdraw from each REO Account maintained by it and deposit
      into the Distribution Account in accordance with Section 3.08(e)(ii) of
      this Agreement, for distribution on the related Distribution Date in accordance
      with Section 5.01 of this Agreement, the income from the related REO
      Property received during the prior calendar month, net of any withdrawals made
      pursuant to Section 3.21(c) of this Agreement or this
      Section 3.21(d).

     

    (e)  Subject
      to the time constraints set forth in Section 3.21(a) of this Agreement,
      each REO Disposition shall be carried out by the Servicer at such price and
      upon
      such terms and conditions as the Servicer shall deem necessary or advisable,
      as
      shall be normal and usual in accordance with Accepted Servicing
      Practices.

     

    (f)  The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer as provided above, shall be deposited in the
      Distribution Account in accordance with Section 3.08(e)(ii) of this
      Agreement on the Servicer Remittance Date in the month following the receipt
      thereof for distribution on the related Distribution Date in accordance with
      Section 5.01 of this Agreement. Any REO Disposition shall be for cash only
      (unless changes in the REMIC Provisions made subsequent to the Startup Day
      allow
      a sale for other consideration).

     

    
      
        
        

      

      
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    (g)  The
      Servicer shall file information returns (and shall provide a certification
      of a
      Servicing Officer to the Master Servicer that such filings have been made)
      with
      respect to the receipt of mortgage interest received in a trade or business,
      reports of foreclosures and abandonments of any Mortgaged Property and
      cancellation of indebtedness income with respect to any Mortgaged Property
      as
      required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
      reports shall be in form and substance sufficient to meet the reporting
      requirements imposed by such Sections 6050H, 6050J and 6050P of the
      Code.

     

    SECTION
      3.22  Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    The
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on or before 12:00 noon New York time on the Servicer
      Remittance Date from its own funds an amount equal to the lesser of (i) the
      aggregate amount of the Prepayment Interest Shortfalls attributable to Principal
      Prepayments in full on the Mortgage Loans for the related Distribution Date
      resulting solely from voluntary Principal Prepayments received by the Servicer
      during the portion of the Prepayment Period occurring from and including the
      16th
      day of
      the month preceding the month in which the elated Distribution Date occurs
      and
      ending on (and including) the last day of the month preceding the month in
      which
      the related Distribution Date occurs and (ii) the aggregate amount of the
      related Servicing Fees payable to the Servicer on such Distribution Date with
      respect to the Ocwen Mortgage Loans. The Servicer shall not have the right
      to
      reimbursement for any amounts remitted to the Securities Administrator in
      respect of this Section 3.22. The Servicer shall not be obligated to pay
      the amounts set forth in this Section 3.22 with respect to shortfalls
      resulting from the application of the Relief Act.

     

    SECTION
      3.23  Obligations
      of the Servicer in Respect of Mortgage Rates and Monthly
      Payments.

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Scheduled Principal Balances that were made by the Servicer
      in a manner not consistent with the terms of the related Mortgage Note and
      this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Securities Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Securities
      Administrator, the Master Servicer, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement. Notwithstanding the foregoing, this
      Section 3.23 shall not limit the ability of the Servicer to seek recovery
      of any such amounts from the related Mortgagor under the terms of the related
      Mortgage Note and Mortgage, to the extent permitted by applicable
      law.

     

    
      
        
        

      

      
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    SECTION
      3.24  Reserve
      Fund.

     

    (a)  No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
      National Association, in trust for the registered holders of ACE Securities
      Corp. Home Equity Loan Trust, Series 2006-SD3, Asset Backed Pass-Through
      Certificates.” On the Closing Date, the Depositor will deposit, or cause to be
      deposited, into the Reserve Fund $1,000. In addition, the amount deposited
      in
      the Reserve Fund shall be increased by any payments received by the Securities
      Administrator under the Cap Contract and deposited into the Reserve Fund for
      the
      benefit of the Offered Certificates.

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in clause sixth
      of
      Section 5.01(a)(5) of this Agreement, rather than distributing such amounts
      to the Class CE-1 Certificateholders, pursuant to clause seventh
      of
      Section 5.01(a)(5) of this Agreement. On each such Distribution Date, the
      Securities Administrator shall hold all such amounts for the benefit of the
      Holders of the Class A Certificates and the Mezzanine Certificates and will
      distribute such amounts to the Holders of the Class A Certificates and the
      Mezzanine Certificates, in the amounts and priorities set forth in
      Section 5.01(a) of this Agreement. If no Net WAC Rate Carryover Amounts are
      payable on a Distribution Date, the Securities Administrator shall deposit,
      into
      the Reserve Fund on behalf of the Class CE-1 Certificateholders, from amounts
      otherwise distributable to the Class CE-1 Certificateholders, an amount such
      that when added to other amounts already on deposit in the Reserve Fund, the
      aggregate amount on deposit therein is equal to $1,000.

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Reserve Fund be disregarded as an entity
      separate from the Holder of the Class CE-1 Certificates unless and until the
      date when either (a) there is more than one Class CE-1 Certificateholder or
      (b)
      any Class of Certificates in addition to the Class CE-1 Certificates is
      recharacterized as an equity interest in the Reserve Fund for federal income
      tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the Reserve
      Fund be treated as a partnership. The Securities Administrator shall not be
      required to prepare and file partnership tax returns in respect of such
      partnership unless it receives additional reasonable compensation (not to exceed
      $10,000 per year) for the preparation of such filings, written notification
      recognizing the creation of a partnership agreement or comparable documentation
      evidencing the partnership. All amounts deposited into the Reserve Fund (other
      than the initial deposit therein of $1,000 and any amounts paid to the Reserve
      Fund from the Cap Contract) shall be treated as amounts distributed by REMIC
      II
      to the Holders of the Class CE-1 Certificates. Upon the termination of the
      Trust
      Fund, or the payment in full of the Class A Certificates and the Mezzanine
      Certificates, all amounts remaining on deposit in the Reserve Fund will be
      released by the Trust Fund and distributed to the Class CE-1 Certificateholders
      or their designees. The Reserve Fund constitutes an “outside reserve fund”
within the meaning of Treasury Regulation § 1.860G-2(h). The Reserve Fund will
      be part of the Trust Fund but not part of any REMIC and any payments to the
      Holders of the Class A Certificates or the Mezzanine Certificates of Net WAC
      Rate Carryover Amounts will not be payments with respect to a “regular interest”
in a REMIC within the meaning of Code Section 860(G)(a)(1).

     

    
      
        
        

      

      
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    (d)  By
      accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
      agrees that the Securities Administrator will deposit into the Reserve Fund
      the
      amounts described above on each Distribution Date rather than distributing
      such
      amounts to the Class CE-1 Certificateholders. By accepting a Class CE-1
      Certificate, each Class CE-1 Certificateholder further agrees that its agreement
      to such action by the Securities Administrator is given for good and valuable
      consideration, the receipt and sufficiency of which is acknowledged by such
      acceptance.

     

    (e)  At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      CE-1
      Certificates, the Securities Administrator shall direct any Depository
      Institution maintaining the Reserve Fund to invest the funds in such account
      in
      one or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) 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, if a Person other than the
      Securities Administrator or an Affiliate manages or advises such investment,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      or
      an Affiliate manages or advises such investment. All income and gain earned
      upon
      such investment shall be deposited into the Reserve Fund. In no event shall
      the
      Securities Administrator be liable for any investments made pursuant to this
      clause (e). If the Holders of a majority in Percentage Interest in the Class
      CE-1 Certificates fail to provide investment instructions, funds on deposit
      in
      the Reserve Fund shall be held uninvested by the Securities Administrator
      without liability for interest or compensation.

     

    (f)  For
      federal tax return and information reporting, the right of the Class A
      Certificateholders and the Mezzanine Certificateholders to receive payments
      from
      the Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be
      assigned a value of $8,000.00

     

    (g)  In
      the
      event that the Cap Counterparty fails to perform any of its obligations under
      the Cap Contract (including, without limitation, its obligation to make any
      payment or transfer collateral), or breaches any of its representations and
      warranties thereunder, or in the event that an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Cap Contract)
      occurs with respect to the Cap Contract, the Securities Administrator shall
      immediately, but no later than the next Business Day following such failure
      or
      breach, notify the Depositor and send any notices and make any demands, on
      behalf of the Trust, in accordance with the Cap Contract. 

     

    In
      the
      event that the Cap Counterparty’s obligations are guaranteed by a third party
      under a guaranty relating to the Cap Contract (such guaranty the “Guaranty” and
      such third party the “Guarantor”), then to the extent that the Cap Counterparty
      fails to make any payment by the close of business on the day it is required
      to
      make payment under the terms of the Cap Contract, the Securities Administrator
      shall, as soon as practicable, but no later than two (2) business days after
      the
      Cap Counterparty’s failure to pay, demand that the Guarantor make any and all
      payments then required to be made by the Guarantor pursuant to such Guaranty;
      provided, that the Securities Administrator shall in no event be liable for
      any
      failure or delay in the performance by the Cap Counterparty or any Guarantor
      of
      its obligations hereunder or pursuant to the Cap Contract and the Guaranty,
      nor
      for any special, indirect or consequential loss or damage of any kind whatsoever
      (including but not limited to lost profits) in connection
      therewith.

     

    
      
        
        

      

      
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    (h)  In
      the
      event that the Cap Contract is terminated prior to the Distribution Date in
      April 2009 other than in connection with the optional termination of the Trust,
      the Securities Administrator, at the direction of the Depositor, will use
      reasonable efforts to appoint a successor cap provider to enter into a new
      interest rate cap agreement on terms substantially similar to the Cap Contract,
      with a successor cap provider meeting all applicable eligibility requirements.
      The Securities Administrator will apply any cap agreement termination payment
      received from the original Cap Provider in connection with such early
      termination to the upfront payment required to appoint the successor cap
      provider. If the Securities Administrator is unable to appoint a successor
      cap
      provider within thirty (30) days of the cap early termination, then the
      Securities Administrator will deposit any cap termination payment received
      from
      the original Cap Counterparty into a separate, non-interest bearing reserve
      account and will, on each subsequent Distribution Date, withdraw from the amount
      then remaining on deposit in such reserve account an amount equal to the
      payment, if any, that would have been paid to the Securities Administrator
      by
      the original Cap Counterparty calculated in accordance with the terms of the
      original Cap Contract, and distribute such amount to the Holders of the
      Certificates in accordance with Section 5.01.

     

    (i)  The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Cap Credit Support Annex (the “Cap Custodian”).


     

    On
      or
      before the Closing Date, the Cap Custodian shall establish a Cap Collateral
      Account. The Cap Collateral Account shall be held in the name of the Cap
      Custodian in trust for the benefit of the Holders of the Offered Certificates.
      The Cap Collateral Account must be an Eligible Account and shall be entitled
      “Cap Collateral Account, Wells Fargo Bank, National Association, as Cap
      Custodian for the benefit of holders of ACE Securities Corp. Home Equity Loan
      Trust, Series 2006-SD3, Class A, Class M-1, Class M-2, Class M-3, Class M-4
      and
      Class M-5 Certificates”.

     

    The
      Cap
      Custodian shall credit to the Cap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Cap Counterparty to secure the
      obligations of the Cap Counterparty in accordance with the terms of the Cap
      Contract. Except for investment earnings, the Cap Counterparty shall not have
      any legal, equitable or beneficial interest in the Cap Collateral Account other
      than in accordance with this Agreement, the Cap Contract and applicable law.
      The
      Cap Custodian shall maintain and apply all collateral and earnings thereon
      on
      deposit in the Cap Collateral Account in accordance with Cap Credit Support
      Annex.

     

    Cash
      collateral posted by the Cap Counterparty in accordance with the Cap Credit
      Support Annex shall, at the direction of the Depositor, be invested in Permitted
      Investments that mature no later than the Business Day prior to the next
      succeeding Distribution Date. If no investment direction is received or
      provided, the Securities Administrator shall invest the funds in the Wells
      Fargo
      Advantage Prime Investment Money Market Fund. All amounts earned on amounts
      on
      deposit in the Cap Collateral Account (whether cash collateral or securities)
      shall be taxable to the Cap Counterparty. 

     

    
      
        
        

      

      
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    Upon
      the
      occurrence of an Event of Default, a Termination Event, or an Additional
      Termination Event (each as defined in the Cap Contract), amounts in the Cap
      Collateral Account shall be withdrawn by the Cap Custodian and applied to the
      payment of any termination payment due to Party B (as defined in the Cap
      Contract) in accordance with the Cap Credit Support Annex. Any excess amounts
      held in such Cap Collateral Account after payment of all amounts owing to Party
      B under the Cap Contract shall be withdrawn from the Cap Collateral Account
      and
      paid to the Cap Counterparty in accordance with the Cap Credit Support
      Annex.

     

    SECTION
      3.25  Advance
      Facility.

     

    (a)  Notwithstanding
      anything to the contrary contained herein, (i) the Servicer is hereby authorized
      to enter into an advance facility (“Advance Facility”) but no more than two
      Advance Facilities without the prior written consent of the Trustee, which
      consent shall not be unreasonably withheld, under which (A) the Servicer sells,
      assigns or pledges to an advancing person (an “Advance Financing Person”) its
      rights under this Agreement to be reimbursed for any P&I Advances or
      Servicing Advances and/or (B) an Advance Financing Person agrees to finance
      some
      or all P&I Advances or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized
      to assign its rights to the Servicing Fee (which rights shall terminate upon
      the
      resignation, termination or removal of the Servicer pursuant to the terms of
      this Agreement); it being understood that neither the Trust Fund nor any party
      hereto shall have a right or claim (including without limitation any right
      of
      offset) to any amounts for reimbursement of P&I Advances or Servicing
      Advances so assigned or to the portion of the Servicing Fee so assigned. Subject
      to the provisions of the first sentence of this Section 3.25(a), no consent
      of the Depositor, Trustee, Master Servicer, Certificateholders or any other
      party is required before the Servicer may enter into an Advance Facility, but
      the Servicer shall provide notice to the Depositor, Master Servicer and the
      Trustee of the existence of any such Advance Facility promptly upon the
      consummation thereof stating (a) the identity of the Advance Financing Person
      and (b) the identity of any Person (“Servicer’s Assignee”) who has the right to
      receive amounts in reimbursement of previously unreimbursed P&I Advances or
      Servicing Advances. Notwithstanding the existence of any Advance Facility under
      which an advancing person agrees to finance P&I Advances and/or Servicing
      Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant
      to this Agreement to make P&I Advances and Servicing Advances pursuant to
      and as required by this Agreement, and shall not be relieved of such obligations
      by virtue of such Advance Facility.

     

    (b)  Reimbursement
      amounts (“Advance Reimbursement Amounts”) shall consist solely of amounts in
      respect of P&I Advances and/or Servicing Advances made with respect to the
      Mortgage Loans for which the Servicer would be permitted to reimburse itself
      in
      accordance with this Agreement, assuming the Servicer had made the related
      P&I Advance(s) and/or Servicing Advance(s).

     

    (c)  The
      Servicer shall maintain and provide to any successor Servicer (with, upon
      request, a copy to the Trustee) a detailed accounting on a loan-by-loan basis
      as
      to amounts advanced by, pledged or assigned to, and reimbursed to any Advance
      Financing Person. The successor Servicer shall be entitled to rely on any such
      information provided by the predecessor Servicer, and the successor Servicer
      shall not be liable for any errors in such information.

     

    
      
        
        

      

      
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    (d)  Reimbursement
      amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed P&I Advances or Servicing Advances (as the case may
      be) made with respect to that Mortgage Loan on a “first-in, first out” (FIFO)
      basis. The documentation establishing any Advance Facility shall require the
      Servicer to provide to the related Advance Financing Person or its designee
      loan-by-loan information with respect to each such reimbursement amount
      distributed to such Advance Financing Person or Advance Facility trustee on
      each
      Distribution Date, to enable the Advance Financing Person or Advance Facility
      trustee to make the FIFO allocation of each such reimbursement amount with
      respect to each Mortgage Loan. The Servicer shall remain entitled to be
      reimbursed by the Advance Financing Person or Advance Facility trustee for
      all
      P&I Advances and Servicing Advances funded by the Servicer to the extent the
      related rights to be reimbursed therefor have not been sold, assigned or pledged
      to an Advance Financing Person.

     

    (e)  Any
      amendment to this Section 3.25 or to any other provision of this Agreement
      that may be necessary or appropriate to effect the terms of an Advance Facility
      as described generally in this Section 3.25, including amendments to add
      provisions relating to a successor Servicer, may be entered into by the Trustee,
      the Depositor and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement, provided, that
      the
      Trustee has been provided an Opinion of Counsel that such amendment is
      authorized hereunder and has no material adverse effect on the
      Certificateholders, 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; 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
      (instead of obtaining an Opinion of Counsel to such effect) 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 rating 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. Prior to entering into an
      Advance Facility, the Servicer shall notify the lender under such facility
      in
      writing that: (a) the P&I Advances and/or Servicing Advances financed by
      and/or pledged to the lender are obligations owed to the Servicer on a
      non-recourse basis payable only from the cash flows and proceeds received under
      this Agreement for reimbursement of P&I Advances and/or Servicing Advances
      only to the extent provided herein, and neither the Master Servicer, the
      Securities Administrator, the Trustee nor the Trust are otherwise obligated
      or
      liable to repay any P&I Advances and/or Servicing Advances financed by the
      lender; (b) the Servicer will be responsible for remitting to the lender the
      applicable amounts collected by it as Servicing Fees and as reimbursement for
      P&I Advances and/or Servicing Advances funded by the lender, as applicable,
      subject to the restrictions and priorities created in this Agreement; and (c)
      neither the Master Servicer, the Securities Administrator nor the Trustee shall
      have any responsibility to calculate any amount payable under an Advance
      Facility or to track or monitor the administration of the financing arrangement
      between the Servicer and the lender or the payment of any amount under an
      Advance Facility.

     

    (f)  The
      Servicer shall indemnify the Master Servicer, the Securities Administrator,
      the
      Trustee and the Trust Fund for any cost, liability or expense relating to the
      Advance Facility including, without limitation, a claim, pending or threatened,
      by an Advance Financing Person.

     

    
      
        
        

      

      
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    SECTION
      3.26  The
      Servicer’s Indemnification Obligation.

     

    The
      Servicer agrees to indemnify the Trustee, the Master Servicer and the Securities
      Administrator, from, and hold the Trustee, Master Servicer and the Securities
      Administrator harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by any such Person by reason
      of the Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Servicer’s
      reckless disregard of its obligations and duties under this Agreement. Such
      indemnity shall survive the termination or discharge of this Agreement and
      the
      resignation or removal of the Servicer, the Trustee, the Master Servicer and
      the
      Securities Administrator. Any payment hereunder made by the Servicer to any
      such
      Person shall be from the Servicer’s own funds, without reimbursement from REMIC
      I therefor.

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    ADMINISTRATION
      AND MASTER SERVICING

    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01  Master
      Servicer.

     

    The
      Master Servicer shall, from and after the Closing Date, supervise, monitor
      and
      oversee the obligations of Ocwen under this Agreement and IndyMac, SPS and
      WAMU
      under the related Servicing Agreement to service and administer the related
      Mortgage Loans in accordance with the terms of this Agreement or the related
      Servicing Agreement and shall have full power and authority to do any and all
      things which it may deem necessary or desirable in connection with such master
      servicing and administration. In performing its obligations hereunder, the
      Master Servicer shall act in a manner consistent with Accepted Master Servicing
      Practices. Furthermore, the Master Servicer shall oversee and consult with
      the
      Servicers as necessary from time-to-time to carry out the Master Servicer’s
      obligations hereunder, shall receive, review and evaluate all reports,
      information and other data provided to the Master Servicer by the Servicers
      and
      shall cause the Servicers to perform and observe the covenants, obligations
      and
      conditions to be performed or observed by the related Servicer under this
      Agreement or the related Servicing Agreement, as applicable. The Master Servicer
      shall independently and separately monitor each Servicer’s servicing activities
      with respect to each related Mortgage Loan, reconcile the results of such
      monitoring with such information provided in the previous sentence on a monthly
      basis and coordinate corrective adjustments to each Servicer’s and Master
      Servicer’s records, and based on such reconciled and corrected information,
      prepare the statements specified in Section 5.03 and any other information
      and statements required to be provided by the Master Servicer hereunder. The
      Master Servicer shall reconcile the results of its Mortgage Loan monitoring
      with
      the actual remittances of each Servicer to the Distribution Account pursuant
      to
      the terms hereof based on information provided to the Master Servicer by each
      Servicer. 

     

    The
      Trustee shall furnish each Servicer and the Master Servicer with any limited
      powers of attorney in the form set forth on Exhibit D hereto or attached to
      the
      related Servicing Agreement, as applicable, and other documents in a form
      acceptable to the Trustee, and necessary or appropriate to enable the Servicers
      and the Master Servicer to service and administer the related Mortgage Loans
      and
      REO Properties. The Trustee shall have no responsibility for any action of
      the
      Master Servicer or the Servicers pursuant to any such limited power of attorney
      and shall be indemnified by the Master Servicer or the related Servicer, as
      applicable, for any cost, liability or expense incurred by the Trustee in
      connection with such Person’s misuse of any such power of attorney.

     

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

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      4.02  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicers or the Master Servicer to assure such continuing
      treatment. In particular, the Trustee shall not (a) sell or permit the sale
      of
      all or any portion of the Mortgage Loans or of any investment of deposits in
      an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.03 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a Opinion of Counsel stating
      that such contribution will not result in an Adverse REMIC Event as defined
      in
      Section 11.01(f) of this Agreement.

     

    SECTION
      4.03  Monitoring
      of the Servicers.

     

    (a)  The
      Master Servicer shall be responsible for monitoring the compliance by Ocwen
      with
      its duties under this Agreement and IndyMac, SPS and WAMU with their duties
      under the related Servicing Agreement. In the review of the related Servicer’s
      activities, the Master Servicer may rely upon an Officer’s Certificate of the
      related Servicer with regard to such Servicer’s compliance with the terms of
      this Agreement or the related Servicing Agreement, as applicable. In the event
      that the Master Servicer, in its judgment, determines that a Servicer should
      be
      terminated in accordance with the terms hereof or the terms of the related
      Servicing Agreement or that a notice should be sent pursuant to the terms hereof
      or the terms of the related Servicing Agreement with respect to the occurrence
      of an event that, unless cured, would constitute a Servicer Event of Default,
      or
      an event of default under the related Servicing Agreement, the Master Servicer
      shall notify the related Servicer, the Sponsor and the Trustee thereof and
      the
      Master Servicer shall issue such notice or take such other action as it deems
      appropriate.

     

    (b)  The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of Ocwen under this Agreement and IndyMac, SPS
      and
      WAMU under the related Servicing Agreement. In the event that Ocwen fails to
      perform its obligations in accordance with this Agreement the Master Servicer
      shall, subject to this Section and Article VIII, terminate the rights and
      obligations of Ocwen hereunder in accordance with the provisions of Article
      VIII
      of this Agreement. In the event that IndyMac, SPS or WAMU fails to perform
      its
      obligations in accordance with the related Servicing Agreement, the Master
      Servicer shall terminate the rights and obligations of such Servicer as servicer
      in accordance with the related Servicing Agreement. In the event the rights
      and
      obligations of any Servicer (or any successor thereto) are terminated, the
      Master Servicer shall act as servicer of the related Mortgage Loans or a
      successor servicer shall be appointed in accordance with the provisions of
      Article VIII or the related Servicing Agreement, as applicable. Such
      enforcement, including, without limitation, the legal prosecution of claims
      and
      the pursuit of other appropriate remedies, shall be in such form and carried
      out
      to such an extent and at such time as the Master Servicer, in its good faith
      business judgment, would require were it the owner of the related Mortgage
      Loans. Except as set forth below, the Master Servicer shall pay the costs of
      such enforcement at its own expense, provided that the Master Servicer and
      the
      Trustee shall not be required to prosecute or defend any legal action except
      to
      the extent that the Master Servicer or the Trustee, as applicable, shall have
      received reasonable indemnity for its costs and expenses in pursuing such
      action. To the extent that such costs and expenses are not indemnified by Ocwen,
      IndyMac, SPS or WAMU hereunder or under the related Servicing Agreement, then
      the Trustee and the Master Servicer shall be indemnified for such costs and
      expenses out of the Trust Fund.

     

    
      
        
        

      

      
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    (c)  The
      Master Servicer shall be entitled to be reimbursed by the related Servicer
      (or
      from amounts on deposit in the Distribution Account if the related Servicer
      is
      unable to fulfill its obligations hereunder or under the related Servicing
      Agreement) for all reasonable out-of-pocket or third party costs associated
      with
      the transfer of servicing from the predecessor Servicer (or if the predecessor
      Servicer is the Master Servicer, from the related Servicer immediately preceding
      the Master Servicer), including without limitation, any reasonable out-of-pocket
      or third party costs or expenses associated with the complete transfer of all
      servicing data and the completion, correction or manipulation of such servicing
      data as may be required by the Master Servicer to correct any errors or
      insufficiencies in the servicing data or otherwise to enable a successor
      servicer (which may be the Master Servicer) to service the related Mortgage
      Loans properly and effectively, upon presentation of reasonable documentation
      of
      such costs and expenses.

     

    (d)  The
      Master Servicer shall require the Servicers to comply with the remittance
      requirements and other obligations set forth in this Agreement and the related
      Servicing Agreement, as applicable.

     

    (e)  If
      the
      Master Servicer acts as successor to a Servicer, it will not assume liability
      for the representations and warranties of the terminated Servicer.

     

    SECTION
      4.04  Fidelity
      Bond.

     

    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, 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.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.05  Power
      to Act; Procedures.

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article XI, to do any and all things that it may deem necessary or desirable
      in
      connection with the master servicing and administration of the Mortgage Loans,
      including but not limited to the power and authority (i) to execute and deliver,
      on behalf of the Certificateholders and the Trustee, customary consents or
      waivers and other instruments and documents, (ii) to consent to transfers of
      any
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
      (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv)
      to
      effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan, in each case, in accordance with the
      provisions of this Agreement; provided, however, that the Master Servicer shall
      not (and, consistent with its responsibilities under Section 4.03, shall
      not permit a Servicer) knowingly or intentionally take any action, or fail
      to
      take (or fail to cause to be taken) any action reasonably within its control
      and
      the scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause REMIC I
      or
      REMIC II to fail to qualify as a REMIC or result in the imposition of a tax
      upon
      the Trust Fund (including but not limited to the tax on prohibited transactions
      as defined in Section 860F(a)(2) of the Code and the tax on contributions
      to a REMIC set forth in Section 860G(d) of the Code) unless the Master
      Servicer has received an Opinion of Counsel (but not at the expense of the
      Master Servicer) to the effect that the contemplated action will not cause
      REMIC
      I or REMIC II to fail to qualify as a REMIC or result in the imposition of
      a tax
      upon REMIC I or REMIC II, as the case may be. The Trustee shall furnish the
      Master Servicer, upon written request from a Servicing Officer, with any powers
      of attorney prepared and delivered to it and reasonably acceptable to it by
      empowering the Master Servicer or the Servicers to execute and deliver
      instruments of satisfaction or cancellation, or of partial or full release
      or
      discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
      and
      to appeal, prosecute or defend in any court action relating to the Mortgage
      Loans or the Mortgaged Property, in accordance with this Agreement or the
      related Servicing Agreement, and the Trustee shall execute and deliver such
      other documents prepared and delivered to it and reasonably acceptable to it,
      as
      the Master Servicer or the related Servicer may request, to enable the Master
      Servicer to master service and administer the related Mortgage Loans and carry
      out its duties hereunder, in each case in accordance with Accepted Master
      Servicing Practices (and the Trustee shall have no liability for the use or
      misuse of any such powers of attorney or such other executed documents delivered
      by the Trustee pursuant to this paragraph by the Master Servicer or the
      Servicers and shall be indemnified by the Master Servicer or the related
      Servicer, as applicable, for any cost, liability or expense incurred by the
      Trustee in connection with such Person’s use or misuse of any such power of
      attorney or such other executed documents delivered by the Trustee pursuant
      to
      this paragraph). If the Master Servicer or the Trustee has been advised that
      it
      is likely that the laws of the state in which action is to be taken prohibit
      such action if taken in the name of the Trustee or that the Trustee would be
      adversely affected under the “doing business” or tax laws of such state if such
      action is taken in its name, the Master Servicer shall join with the Trustee
      in
      the appointment of a co-trustee pursuant to Section 9.10. In the
      performance of its duties hereunder, the Master Servicer shall be an independent
      contractor and shall not, except in those instances where it is taking action
      in
      the name of the Trustee, be deemed to be the agent of the Trustee.

     

    
      
        
        

      

      
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    SECTION
      4.06  Due-on-Sale
      Clauses; Assumption Agreements.

     

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

     

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

     

    (a)  The
      Master Servicer shall transmit to the Trustee or the applicable Custodian such
      documents and instruments coming into the possession of the Master Servicer
      from
      time to time as are required by the terms hereof to be delivered to the Trustee
      or the applicable Custodian. Any funds received by the Master Servicer in
      respect of any Mortgage Loan or which otherwise are collected by the Master
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be remitted to the Securities Administrator for deposit
      in
      the Distribution Account. The Master Servicer shall, and, subject to
      Section 3.20 of this Agreement or, to the extent provided therein, the
      related Servicing Agreement, shall cause the Servicers to provide access to
      information and documentation regarding the Mortgage Loans to the Trustee,
      its
      agents and accountants at any time upon reasonable request and during normal
      business hours, and to Certificateholders that are savings and loan
      associations, banks or insurance companies, the Office of Thrift Supervision,
      the FDIC and the supervisory agents and examiners of such Office and Corporation
      or examiners of any other federal or state banking or insurance regulatory
      authority if so required by applicable regulations of the Office of Thrift
      Supervision or other regulatory authority, such access to be afforded without
      charge but only upon reasonable request in writing and during normal business
      hours at the offices of the Master Servicer designated by it. In fulfilling
      such
      a request the Master Servicer shall not be responsible for determining the
      sufficiency of such information.

     

    (b)  All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be remitted to the Securities Administrator for deposit in
      the
      Distribution Account.

     

    SECTION
      4.08  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce the obligation of Ocwen under
      this Agreement and IndyMac, SPS and WAMU under the related Servicing Agreement
      to maintain or cause to be maintained standard fire and casualty insurance
      and,
      where applicable, flood insurance, all in accordance with the provisions of
      this
      Agreement or the related Servicing Agreement. It is understood and agreed that
      such insurance shall be with insurers meeting the eligibility requirements
      set
      forth in Section 3.11 of the Agreement or the eligibility requirements set
      forth in the related Servicing Agreement, as applicable, and that no earthquake
      or other additional insurance is to be required of any Mortgagor or to be
      maintained on property acquired in respect of a defaulted loan, other than
      pursuant to such applicable laws and regulations as shall at any time be in
      force and as shall require such additional insurance.

     

    
      
        
        

      

      
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    SECTION
      4.09  Presentment
      of Claims and Collection of Proceeds.

     

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

     

    SECTION
      4.10  Maintenance
      of Primary Mortgage Insurance Policies.

     

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

     

    (b)  The
      Master Servicer agrees to cause the Servicers to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans.

     

    SECTION
      4.11  Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

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

     

    
      
        
        

      

      
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    SECTION
      4.12  Realization
      Upon Defaulted Mortgage Loans.

     

    Subject
      to Section 3.13(e) of this Agreement, the Master Servicer shall cause the
      Servicers to foreclose upon, repossess or otherwise comparably convert the
      ownership of Mortgaged Properties securing such of the Mortgage Loans as come
      into and continue in default and as to which no satisfactory arrangements can
      be
      made for collection of delinquent payments, all in accordance with this
      Agreement or the related Servicing Agreement, as applicable.

     

    SECTION
      4.13  Compensation
      for the Master Servicer.

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicing Fee and the income from
      investment of or earnings on the funds from time to time in the Distribution
      Account, as provided in Section 3.10 of this Agreement. The Master
      Servicing Fee payable to the Master Servicer in respect of any Distribution
      Date
      shall be reduced in accordance with Section 4.19 of this Agreement. The
      Master Servicer shall be required to pay all expenses incurred by it in
      connection with its activities hereunder and shall not be entitled to
      reimbursement therefor except as provided in this Agreement.

     

    SECTION
      4.14  REO
      Property.

     

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

     

    
      
        
        

      

      
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    (b)  The
      Master Servicer shall cause the Servicers to deposit all funds collected and
      received in connection with the operation of any REO Property in the REO Account
      or in the account designated for such amounts under the related Servicing
      Agreement.

     

    SECTION
      4.15  Master
      Servicer Annual Statement of Compliance.

     

    (a)  The
      Master Servicer and the Securities Administrator shall deliver (or otherwise
      make available) (and the Master Servicer and Securities Administrator shall
      cause any Additional Servicer or Servicing Function Participant 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 (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of an Additional
      Servicer or Servicing Function Participant, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of an Additional Servicer or
      Servicing Function Participant, 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.

     

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

     

    (c)  In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide an Officer’s Certificate pursuant to this
      Section 4.15(c) or to such applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     

    (d)  Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    
      
        
        

      

      
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    (e)  Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder upon request, by the Master Servicer or by the Trustee at
      the
      Master Servicer’s expense if the Master Servicer failed to provide such copies
      (unless (i) the Master Servicer shall have failed to provide the Trustee with
      such statement or (ii) the Trustee shall be unaware of the Master Servicer’s
      failure to provide such statement).

     

    SECTION
      4.16  Master
      Servicer Assessments of Compliance.

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the Master Servicer and the
      Securities Administrator, each at its own expense, shall furnish, or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      5.06(d), including, if there has been any material instance of noncompliance
      with the Relevant Servicing Criteria, a discussion of each such failure and
      the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such
      period.

     

    (b)  No
      later
      than the end of each fiscal year for the Trust for which a Form 10-K is required
      to be filed, the Master Servicer shall forward to the Securities Administrator
      and the Depositor the name of each Servicing Function Participant engaged by
      it
      and what Relevant Servicing Criteria will be addressed in the report on
      assessment of compliance prepared by such Servicing Function Participant
      (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administrator
      are the same Person). When the Master Servicer and the Securities Administrator
      (or any Servicing Function Participant engaged by them) submit their assessments
      to the Securities Administrator, such parties will also at such time include
      the
      assessment (and attestation pursuant to Section 4.17) of each Servicing Function
      Participant engaged by it. 

     

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

     

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

     

    
      
        
        

      

      
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    (e)  In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any other applicable agreement in the case of a Servicing Function Participant,
      as the case may be, such party shall provide a report on assessment of
      compliance pursuant to this Section 4.16 or to such other applicable agreement,
      notwithstanding any such termination, assignment or resignation.

     

    (f)  Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (g)  Delivery
      under this Section 4.16 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    SECTION
      4.17  Master
      Servicer Attestation Reports.

     

    (a)  By
      March
      15 of each year, commencing in March 2007, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      an
      attestation report to the Securities Administrator and the Depositor, to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. 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. 

     

    (b)  Promptly
      after receipt of each such assessment of compliance and attestation report
      from
      the Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties, the Securities Administrator shall confirm
      that each assessment submitted pursuant to Section 4.16 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions.

     

    
      
        
        

      

      
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    (c)  The
      Master Servicer shall include each such attestation received by it from the
      Servicers with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section.

     

    (d)  In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by the parties is terminated assigns its rights
      and
      duties under, or resigns pursuant to the terms of this Agreement, or any
      applicable agreement in the case of a Servicing Function Participant, as the
      case may be, such party shall cause a registered public accounting firm to
      provide an attestation pursuant to this Section 4.17, or such other applicable
      agreement, notwithstanding any such termination, assignment or
      resignation.

     

    (e)  Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.18  Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall include
      a
      certification (the “Sarbanes-Oxley Certification”) required to be included
      therewith pursuant to the Sarbanes-Oxley Act. Each of the Master Servicer and
      the Securities Administrator shall provide, and 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 C,
      upon which the Certifying Person, the entity for which the Certifying Person
      acts as an officer, and such entity’s officers, directors and Affiliates
      (collectively with the Certifying Person, “Certification Parties”) can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      or duties under, 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 4.18
      with respect to the period of time it was subject to this Agreement or any
      applicable Sub-Servicing Agreement, as the case may be. Notwithstanding the
      foregoing, (i) the Master Servicer and the Securities Administrator shall not
      be
      required to deliver a Back-Up Certification to each other if both are the same
      Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to sign the Sarbanes-Oxley Certification in
      the
      event that it does not receive any Back-Up Certification required to be
      furnished to it pursuant to this section or any servicing
      agreement.

     

    
      
        
        

      

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

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicers with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans for the related Distribution
      Date, and not so paid by the Servicers and (ii) the aggregate amount of the
      related Master Servicing Fees for such Distribution Date, without reimbursement
      therefor.

     

    SECTION
      4.20  Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, Ocwen shall provide, in an electronic
      format mutually acceptable to Ocwen and the Master Servicer, the data necessary
      for the Master Servicer to perform its verification duties set forth in this
      Section 4.20. The Master Servicer or a third party reasonably acceptable to
      the Master Servicer and the Depositor (the “Verification Agent”) will perform
      such verification duties and will use its best efforts to issue its findings
      in
      a report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to Ocwen
      and
      shall notify Ocwen if the Master Servicer has determined that Ocwen did not
      deliver the appropriate Prepayment Charge to the Securities Administrator in
      accordance with this Agreement. Such written notification from the Master
      Servicer shall include the loan number, prepayment penalty code and prepayment
      penalty amount as calculated by the Master Servicer or the Verification Agent,
      as applicable, of each Mortgage Loan for which there is a discrepancy. If Ocwen
      agrees with the verified amounts, Ocwen shall adjust the immediately succeeding
      Servicer Report and the amount remitted to the Securities Administrator with
      respect to prepayments accordingly. If Ocwen disagrees with the determination
      of
      the Master Servicer, Ocwen shall, within fifteen (15) Business Days of its
      receipt of the Verification Report, notify the Master Servicer of such
      disagreement and provide the Master Servicer with detailed information to
      support its position. Ocwen and the Master Servicer shall cooperate to resolve
      any discrepancy on or prior to the immediately succeeding Servicer Remittance
      Date, and Ocwen will indicate the effect of such resolution on the related
      Servicer Report and shall adjust the amount remitted with respect to prepayments
      on such Servicer Remittance Date accordingly.

     

    
      
         

      

      
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    During
      such time as Ocwen and the Master Servicer are resolving discrepancies with
      respect to the Prepayment Charges, no payments in respect of any disputed
      Prepayment Charges will be remitted to the Securities Administrator for deposit
      in the Distribution Account and the Master Servicer shall not be obligated
      to
      deposit such payments, unless otherwise required pursuant to Section 8.01
      hereof. In connection with such duties, the Master Servicer shall be able to
      rely solely on the information provided to it by Ocwen in accordance with this
      Section. The Master Servicer shall not be responsible for verifying the accuracy
      of any of the information provided to it by the Ocwen.

     

    
      
        
        

      

      
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    ARTICLE
      V


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01  Distributions.

     

    (a)  (1)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
      I
      Regular Interests or withdrawn from the Distribution Account and distributed
      to
      the holders of the Class R Certificates, in respect of the Class R-I Interest,
      as the case may be:

     

    (i)  to
      Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA,
      REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
      Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
      Interest I-LTM5, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest
      I-LTCE2 and REMIC I Regular Interest I-LTP, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC I Regular
      Interest I-LTZZ shall be reduced when the REMIC I Overcollateralization Amount
      is less than the REMIC I Required Overcollateralization Amount, by the lesser
      of
      (x) the amount of such difference and (y) the Maximum I-LTZZ Uncertificated
      Interest Deferral Amount and such amount will be payable to the Holders of
      REMIC
      I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4 and REMIC I Regular Interest I-LTM5, in the same proportion as the
      Overcollateralization Increase Amount is allocated to the Corresponding
      Certificates and the Uncertificated Balance of REMIC I Regular Interest I-LTZZ
      shall be increased by such amount;

     

    (ii)  to
      the
      Holders of REMIC I Regular Interests, in an amount equal to the remainder of
      the
      Available Distribution Amount for such Distribution Date after the distributions
      made pursuant to clause (i) above, allocated as follows:

     

    (A) 98.00%
      of
      such remainder to the Holders of REMIC I Regular Interest I-LTAA, until the
      Uncertificated Balance of such Uncertificated REMIC I Regular Interest is
      reduced to zero;

     

    (B) 2.00%
      of
      such remainder first to the Holders of REMIC I Regular Interest I-LTA, REMIC
      I
      Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
      Interest I-LTM3, REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest
      I-LTM5, 1.00% of and in the same proportion as principal payments are allocated
      to the Corresponding Certificates, until the Uncertificated Balances of such
      REMIC I Regular Interests are reduced to zero and second to the Holders of
      REMIC
      I Regular Interest I-LTZZ, until the Uncertificated Balance of such REMIC I
      Regular Interest is reduced to zero;

     

    
      
        
        

      

      
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    (C) to
      the
      Holders of REMIC I Regular Interest I-LTP, (1) on each Distribution Date, 100%
      of the amount paid in respect of Prepayment Charges (other than Prepayment
      Charges related to the WAMU Mortgage Loans) and (2) on the Distribution Date
      immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause; then

     

    (D) any
      remaining amount to the Holders of the Class R-I Interest, in respect of the
      Class R-I Interest;

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ,
      respectively.

     

    Notwithstanding
      the distributions described in Section 5.01(a)(1), distributions of funds shall
      be made to Certificateholders only in accordance with Section 5.01(a)(2) through
      (5) and Section 5.01(b).

     

    (2) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Interest Remittance Amount and make the following disbursements and transfers
      in
      the order of priority described below, in each case to the extent of the
      Interest Remittance Amount remaining for such Distribution Date:

     

    first,
      to the
      Holders of the Class A Certificates, the Senior Interest Distribution Amount
      allocable to such Class;

     

    second,
      sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class
      M-4
      and Class M-5 Certificates, in that order, the Interest Distribution Amount
      allocable to each such Class; and

     

    third,
      the
      portion, if any, of the Interest Remittance Amount remaining after application
      pursuant to clauses first
      and
second
      above,
      will be applied as part of the Net Monthly Excess Cashflow for such Distribution
      Date, as described in Section 5.01(a)(5) below.

     

    (3) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Principal
      Distribution Amount and distribute to the Certificateholders the following
      amounts, in the following order of priority:

     

    first,
      to the
      Holders of the Class A Certificates, until the Certificate Principal Balance
      of
      the Class A Certificates has been reduced to zero; and

     

    
      
        
        

      

      
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    second,
      sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class
      M-4
      and Class M-5 Certificates, in that order, until the Certificate Principal
      Balance of each such Class has been reduced to zero.

     

    (4) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Principal Distribution Amount and distribute to the Certificateholders the
      following amounts, in the following order of priority:

     

    first,
      to the
      Holders of the Class A Certificates, the Class A Principal Distribution Amount,
      until the Certificate Principal Balance of the Class A Certificates has been
      reduced to zero;

     

    second,
      to the
      Holders of the Class M-1 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the amount distributed to the Holders
      of
      the Class A Certificates under clause first
      above,
      and (y) the Class M-1 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-1 Certificates has been reduced to
      zero;

     

    third,
      to the
      Holders of the Class M-2 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Holders of the Class A Certificates under clause first
      above
      and to the Holders of the Class M-1 Certificates under clause second
      above,
      and (y) the Class M-2 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-2 Certificates has been reduced to
      zero;

     

    fourth,
      to the
      Holders of the Class M-3 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Holders of the Class A Certificates under clause first
      above,
      to the Holders of the Class M-1 Certificates under clause second
      above
      and to the Holders of the Class M-2 Certificates under clause third
      above,
      and (y) the Class M-3 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-3 Certificates has been reduced to
      zero;

     

    fifth,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Holders of the Class A Certificates under clause first
      above,
      to the Holders of the Class M-1 Certificates under clause second
      above,
      to the Holders of the Class M-2 Certificates under clause third
      above
      and to the Holders of the Class M-3 Certificates under clause fourth
      above
      and (y) the Class M-4 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-4 Certificates has been reduced to
      zero;

     

    sixth,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      Principal Distribution Amount over (ii) the sum of the amounts distributed
      to
      the Holders of the Class A Certificates under clause first
      above,
      to the Holders of the Class M-1 Certificates under clause second
      above,
      to the Holders of the Class M-2 Certificates under clause third
      above,
      to the Holders of the Class M-3 Certificates under clause fourth
      above
      and to the Holders of the Class M-4 Certificates under clause fifth
      above
      and (y) the Class M-5 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-5 Certificates has been reduced to zero; and
      

     

    
      
        
        

      

      
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    seventh,
      the
      portion, if any, of the Principal Distribution Amount remaining after
      application pursuant to clauses first
      through
sixth
      above,
      will be applied as part of the Net Monthly Excess Cashflow for such Distribution
      Date, as described in Section 5.01(a)(5) below.

     

    (5) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      first
      below,
      the Net Monthly Excess Cashflow exclusive of any Overcollateralization Reduction
      Amount) shall be distributed as follows:

     

    first,
      to the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount for such Distribution Date, which shall
      be
      included in the Principal Distribution Amount and paid in accordance with the
      priorities set forth in Section 5.01(a)(3) and Section 5.01(a)(4)
      above;

     

    second,
      sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class
      M-4
      and Class M-5 Certificates, in that order, in an amount equal to the Interest
      Carry Forward Amount allocable to each such Class;

     

    third,
      sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class
      M-4
      and Class M-5 Certificates, in that order, in an amount equal to the Allocated
      Realized Loss Amount allocable to each such Class;

     

    fourth,
      concurrently, to the Holders of the Class A Certificates, in an amount equal
      to
      such Certificates’ allocated share of any Prepayment Interest Shortfalls on the
      Mortgage Loans to the extent not covered by payments pursuant to
      Section 3.22 or 4.19 of this Agreement or pursuant to the Servicing
      Agreements and any shortfalls resulting from the application of the Relief
      Act
      or similar state or local law or the bankruptcy code with respect to the
      Mortgage Loans to the extent not previously reimbursed pursuant to
      Section 1.02 of this Agreement;

     

    fifth,
      sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class
      M-4
      and Class M-5 Certificates, in an amount equal to each such Certificates’
allocated share of any Prepayment Interest Shortfalls on the Mortgage Loans
      to
      the extent not covered by payments pursuant to Section 3.22 or 4.19 of this
      Agreement or pursuant to the Servicing Agreements and any shortfalls resulting
      from the application of the Relief Act or similar state or local law or the
      bankruptcy code with respect to the Mortgage Loans to the extent not previously
      reimbursed pursuant to Section 1.02 of this Agreement;

     

    
      
        
        

      

      
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    sixth,
      to the
      Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts, if any,
      with respect to the Offered Certificates exceeds the sum of any amounts received
      by the Securities Administrator with respect to the Cap Contract since the
      prior
      Distribution Date and any amount in the Reserve Fund that was not distributed
      on
      prior Distribution Dates;

     

    seventh,
      to the
      Holders of the Class CE-1 Certificates the sum of (a) the Interest Distribution
      Amount and (b) any Overcollateralization Reduction Amount, in each case, for
      such Distribution Date; and

     

    eighth,
      to the
      Holders of the Class R Certificates, in respect of the Class R-II Interest,
      any
      remaining amounts; provided that if such Distribution Date is the Distribution
      Date immediately following the expiration of the latest Prepayment Charge term
      as identified on the Mortgage Loan Schedule or any Distribution Date thereafter,
      then any such remaining amounts will be distributed first, to the Holders of
      the
      Class P Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero; and second, to the Holders of the Class R
      Certificates.

     

    The
      Class
      CE-1 Certificates are intended to receive all principal and interest received
      by
      the Trust on the Mortgage Loans that is not otherwise distributable to any
      other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to this Agreement pursuant to Section 12.01,
      to revise such mistake in the distribution provisions. The consent of the Holder
      of the Class R Certificate is not required in connection with any such
      amendment,

     

    On
      the
      day prior to each Distribution Date, the Securities Administrator shall deposit
      all amounts received with respect to the Cap Contract into the Reserve Fund.
      On
      each Distribution Date, after making the distributions of the Available
      Distribution Amount as set forth above, the Securities Administrator will first,
      withdraw from the Reserve Fund all income from the investment of funds in the
      Reserve Fund and distribute such amount to the Holders of the Class CE-1
      Certificates, and second, withdraw from the Reserve Fund, to the extent of
      amounts remaining on deposit therein (which shall include any payments received
      under the Cap Contract), the amount of any Net WAC Rate Carryover Amount for
      such Distribution Date and distribute such amount first, with respect to any
      amounts received by the Securities Administrator on account of the Cap Contract
      to the Holders of the Class A Certificates, second, to the Class M-1
      Certificates, third, to the Class M-2 Certificates, fourth, to the Class M-3
      Certificates, fifth, to the Class M-4 Certificates and sixth, to the Class
      M-5
      Certificates, in each case to the extent to the extent any Net WAC Rate
      Carryover Amount is allocable to each such Class.

     

    With
      respect to any amounts deposited in the Reserve Fund from the Net Monthly Excess
      Cashflow under clause sixth
      of
      Section 5.01(a)(5) above and not distributed pursuant to the preceding
      paragraph, first, to the Holders of the Class A Certificates, the related Net
      WAC Rate Carryover Amount remaining unpaid for such Distribution Date; second,
      sequentially to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4
      and Class M-5 Certificates, in that order, in respect of the related Net WAC
      Rate Carryover Amount remaining unpaid for each such Class for such Distribution
      Date; and third, to the Class CE-1 Certificates.

     

    
      
        
        

      

      
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    (b)  On
      each
      Distribution Date, for so long as Ocwen is the Servicer of the Ocwen Mortgage
      Loans, IndyMac is the Servicer of the IndyMac Mortgage Loans, SPS is the
      servicer of the SPS Mortgage Loans or WAMU is the Servicer of the WAMU Mortgage
      Loans, the Securities Administrator shall distribute to the Holders of the
      Class
      CE-2 Certificates, with respect to each such Mortgage Loan, one-twelfth of
      the
      product of (i) the excess of the Servicing Fee Rate over the IndyMac Servicing
      Fee Rate, the Ocwen Servicing Fee Rate, the SPS Servicing Fee Rate and the
      WAMU
      Servicing Fee Rate, as applicable, if any, multiplied by (ii) the Scheduled
      Principal Balance of the related Mortgage Loan as of the Due Date in the
      preceding calendar month (the “Excess Servicing Fee”). In addition, on each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges (other
      than Prepayment Charges related to the WAMU Mortgage Loans) and shall distribute
      such amounts to the Class P Certificateholders as described above.

     

    (c)  All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro rata among the outstanding Certificates
      in such Class based on their respective Percentage Interests. Payments in
      respect of each Class of Certificates on each Distribution Date will be made
      to
      the Holders of the respective Class of record on the related Record Date (except
      as otherwise provided in Section 5.01(e) or Section 10.01 of this
      Agreement respecting the final distribution on such Class), based on the
      aggregate Percentage Interest represented by their respective Certificates,
      and
      shall be made by wire transfer of immediately available funds to the account
      of
      any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Securities Administrator
      in
      writing at least five Business Days prior to the Record Date immediately prior
      to such Distribution Date and is the registered owner of Certificates having
      an
      initial aggregate Certificate Principal Balance that is in excess of the lesser
      of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
      Balance of such Class of Certificates, or otherwise by check mailed by first
      class mail to the address of such Holder appearing in the Certificate Register.
      The final distribution on each Certificate will be made in like manner, but
      only
      upon presentment and surrender of such Certificate at the Corporate Trust Office
      of the Securities Administrator or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the
      Depositor, the Servicers, the Securities Administrator or the Master Servicer
      shall have any responsibility therefor except as otherwise provided by this
      Agreement or applicable law.

     

    
      
        
        

      

      
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    (d)  The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Servicers, the Securities Administrator or the
      Master Servicer shall in any way be responsible or liable to the Holders of
      any
      other Class of Certificates in respect of amounts properly previously
      distributed on the Certificates.

     

    (e)  Except
      as
      otherwise provided in Section 10.01 of this Agreement, whenever the
      Securities Administrator expects that the final distribution with respect to
      any
      Class of Certificates will be made on the next Distribution Date, the Securities
      Administrator shall, no later than three (3) days before the related
      Distribution Date, mail to each Holder on such date of such Class of
      Certificates a notice to the effect that:

     

    (i)  the
      Securities Administrator expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon
      presentation and surrender of such Certificates at the office of the Securities
      Administrator therein specified, and

     

    (ii)  no
      interest shall accrue on such Certificates from and after the end of the related
      Interest Accrual Period.

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which notice has
      been
      given pursuant to this Section 5.01(e) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Securities Administrator shall mail a second notice to the remaining
      non-tendering Certificateholders to surrender their Certificates for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within one year after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall, directly
      or through an agent, mail a final notice to the remaining non-tendering
      Certificateholders concerning surrender of their Certificates but shall continue
      to hold any remaining funds for the benefit of non-tendering Certificateholders.
      The costs and expenses of maintaining the funds in trust and of contacting
      such
      Certificateholders shall be paid out of the assets remaining in such trust
      fund.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall pay to
      the
      Depositor all such amounts, and all rights of non-tendering Certificateholders
      in or to such amounts shall thereupon cease. No interest shall accrue or be
      payable to any Certificateholder on any amount held in trust by the Securities
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) on the final Distribution Date for final payment thereof in
      accordance with this Section 5.01(e). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    (f)  Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount both (a) allocated to such Certificate
      in respect of Realized Losses pursuant to Section 5.04 of this Agreement
      and (b) distributed to the Holder of such Certificate in reduction of the
      Certificate Principal Balance thereof pursuant to this Section 5.01 from
      Net Monthly Excess Cashflow and (ii) in no event shall the Uncertificated
      Balance of a REMIC Regular Interest be reduced more than once in respect of
      any
      particular amount both (a) allocated to such REMIC Regular Interest in respect
      of Realized Losses pursuant to Section 5.04 of this Agreement and (b)
      distributed on such REMIC Regular Interest in reduction of the Uncertificated
      Balance thereof pursuant to this Section 5.01.

     

    
      
        
        

      

      
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    SECTION
      5.02  Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based on the information set
      forth in the Servicer Reports for such Distribution Date and information
      provided by the Master Servicer or the Cap Counterparty with respect to payments
      made pursuant to the Cap Contract) shall make available to each Holder of the
      Certificates and each Servicer, a statement as to the distributions made on
      such
      Distribution Date setting forth:

     

    (i)  the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to principal, and the amount of the
      distribution made on such Distribution Date to the Holders of the Class P
      Certificates allocable to Prepayment Charges;

     

    (ii)  the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Certificates of each Class allocable to interest;

     

    (iii)  the
      aggregate Servicing Fee received by the Servicers and Master Servicing Fee
      received by the Master Servicer during the related Due Period;

     

    (iv)  the
      applicable Interest Accrual Periods and general Distribution Dates;

     

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

     

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

     

    (vii)  the
      amount of the related distribution to Holders of the Certificates (by class)
      allocable to principal, separately identifying (A) the aggregate amount of
      any
      Principal Prepayments included therein, (B) the aggregate of all scheduled
      payments of principal included therein and (C) any Overcollateralization
      Increase Amount included therein;

     

    (viii)  the
      Interest Carry Forward Amounts and any Net WAC Rate Carryover Amounts for the
      related Certificates (if any);

     

    (ix)  the
      aggregate amount of P&I Advances included in the distributions on the
      Distribution Date (including the general purpose of such P&I
      Advances);

     

    
      
        
        

      

      
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    (x)  the
      number and aggregate principal balance of any Mortgage Loans (not including
      any
      Liquidated Mortgage Loans as of the end of the Prepayment Period) that were
      (A)
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (1) one scheduled payment is delinquent, (2) two scheduled payments are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

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

     

    (xii)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and Scheduled Principal Balance of, and Realized Loss
      on,
      such Mortgage Loan as of the end of the related Prepayment Period;

     

    (xiii)  the
      total
      number and principal balance of any real estate owned, or REO Properties, as
      of
      the end of the related Prepayment Period;

     

    (xiv)  whether
      the Stepdown Date has occurred and whether Trigger Event is in
      effect;

     

    (xv)  the
      cumulative Realized Losses through the end of the preceding month;

     

    (xvi)  if
      available, the book value of any REO Property as of the close of business on
      the
      last Business Day of the calendar month preceding the Distribution
      Date;

     

    (xvii)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period and the aggregate amount of any Prepayment Charges received in respect
      thereof;

     

    (xviii)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period and the aggregate amount of Realized Losses incurred since the Closing
      Date;

     

    (xix)  the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Distribution Account for such Distribution Date;

     

    (xx)  the
      Certificate Principal Balance of the related Certificates before and after
      giving effect to the distribution of principal and allocation of Allocated
      Realized Loss Amounts on such Distribution Date;

     

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

     

    (xxii)  the
      three-month rolling average of the percent equivalent of a fraction, the
      numerator of which is the aggregate Scheduled Principal Balance of the Mortgage
      Loans that are 60 days or more delinquent or are in bankruptcy or foreclosure
      or
      are REO Properties, and the denominator of which is the Scheduled Principal
      Balances of all of the Mortgage Loans;

     

    
      
        
        

      

      
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    (xxiii)  the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xxiv)  the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates and the Class CE-1 Certificates for such Distribution
      Date and the Interest Carry Forward Amount, if any, with respect to the Class
      A
      Certificates and the Mezzanine Certificates on such Distribution Date, and
      in
      the case of the Class A Certificates and the Mezzanine Certificates separately
      identifying any reduction thereof due to allocations of Prepayment Interest
      Shortfalls and interest shortfalls including the following: Realized Losses,
      Relief Act Interest Shortfalls and Net WAC Rate Carryover Amounts;

     

    (xxv)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by Ocwen pursuant to
      Section 3.22 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement or IndyMac, SPS or WAMU pursuant to the
      related Servicing Agreement;

     

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

     

    (xxvii)  the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxviii)  the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

    (xxix)  the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     

    (xxx)  the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxxi)  the
      Net
      WAC Rate Carryover Amount, if any, outstanding after reimbursements therefor
      on
      such Distribution Date;

     

    (xxxii)  the
      respective Pass-Through Rates applicable to the Class A Certificates, the
      Mezzanine Certificates and the Class CE-1 Certificates for such Distribution
      Date;

     

    (xxxiii)  the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxxiv)  the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    
      
        
        

      

      
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    (xxxv)  the
      amount of any deposit to the Reserve Fund pursuant to clause
      sixth
      of
      Section 5.01(a)(5);

     

    (xxxvi)  the
      balance of the Reserve Fund after all deposits and withdrawals on such
      Distribution Date;

     

    (xxxvii)  the
      Loss
      Severity Percentage with respect to each Mortgage Loan;

     

    (xxxviii)  the
      Aggregate Loss Severity Percentage; 

     

    (xxxix)  the
      amount of the Prepayment Charges remitted by the Servicers (other than
      WAMU);

     

    (xl)  the
      number and aggregate unpaid principal balance of (a) Mortgage Loans with respect
      to which bankruptcy protection is in force that are delinquent 60 or more days
      under an applicable bankruptcy plan as of the last day of the preceding calendar
      month and (b) Mortgage Loans that are the subject of forebearance plans that
      are
      delinquent 60 or more days under an applicable forebearance plan as of the
      last
      day of the preceding calendar month; and

     

    (xli)  the
      amount of any payments received from the Cap Counterparty under the Cap
      Contract.

     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders and the Rating Agencies via
      the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at http:\\www.ctslink.com and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-301-815-6600. Parties that are unable
      to use the above distribution options are entitled to have a paper copy mailed
      to them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed as a dollar amount per Single Certificate of the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Regular Certificate a statement containing
      the information set forth in subclauses (i) through (iii) above, 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 are in force.

     

    
      
        
        

      

      
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    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish upon request to each Person who at any time during
      the calendar year was a Holder of a Residual Certificate a statement setting
      forth the amount, if any, actually distributed with respect to the Residual
      Certificates, as appropriate, aggregated for such calendar year or applicable
      portion thereof during which such Person was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder or otherwise with respect to the purposes
      of
      this Agreement, all such reports or information to be provided at the expense
      of
      the Certificateholder, in accordance with such reasonable and explicit
      instructions and directions as the Certificateholder may provide.

     

    On
      each
      Distribution Date the Securities Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates
      as of such Distribution Date, using a format and media mutually acceptable
      to
      the Securities Administrator and Bloomberg.

     

    SECTION
      5.03  Servicer
      Reports; P&I Advances.

     

    (a)  On
      or
      before 12:00 noon New York time on the 18th calendar day of each month, and
      if
      the 18th calendar day is not a Business Day, the immediately following Business
      Day, Ocwen shall deliver to the Master Servicer and the Securities Administrator
      by telecopy or electronic mail (or by such other means as Ocwen, the Master
      Servicer and the Securities Administrator may agree from time to time) a
      remittance report containing such information with respect to the Ocwen Mortgage
      Loans and the related Distribution Date as is reasonably available to Ocwen
      as
      the Master Servicer or the Securities Administrator may reasonably require
      so as
      to enable the Master Servicer to master service the Ocwen Mortgage Loans and
      oversee the servicing by Ocwen and the Securities Administrator to fulfill
      its
      obligations hereunder with respect to securities and tax reporting.
      Any
      report delivered by Ocwen pursuant to this Section 5.03(a) shall include
      the amount collected by such Servicer in respect of Arrearages and principal
      due
      on the Mortgage Loans prior to the Cut-off Date.

     

    (b)  The
      amount of P&I Advances to be made by Ocwen on any Distribution Date shall
      equal, subject to Section 5.03(d), (i) with respect to the Ocwen Mortgage
      Loans other than the Simple Interest Mortgage Loans, the aggregate amount of
      Monthly Payments (net of the related Servicing Fees), due during the related
      Due
      Period in respect of the Ocwen Mortgage Loans, which Monthly Payments were
      delinquent as of the close of business on the related Determination Date, (ii)
      with respect to the Simple Interest Mortgage Loans, thirty (30) days’ interest
      (net of the related Servicing Fees) on each such Simple Interest Mortgage Loan
      for which the Monthly Payment was due during the related Due Period which
      Monthly Payments were delinquent as of the close of business on the related
      Determination Date and (iii) with respect to each REO Property, which was
      acquired during or prior to the related Prepayment Period and as to which an
      REO
      Disposition did not occur during the related Prepayment Period, an amount equal
      to the excess, if any, of the REO Imputed Interest on such REO Property for
      the
      most recently ended calendar month, over the net income from such REO Property
      deposited in the Collection Account pursuant to Section 3.21 of this
      Agreement for distribution on such Distribution Date; provided, however, no
      Servicer shall be required to make P&I Advances with respect to any Monthly
      Payments due on a Mortgage Loan prior to the Cut-off Date, any Relief Act
      Interest Shortfalls, shortfalls due to bankruptcy proceedings or with respect
      to
      Prepayment Interest Shortfalls in excess of its obligations under
      Section 3.22 of this Agreement or the related Servicing Agreement. For
      purposes of the preceding sentence, the Monthly Payment on each Balloon Mortgage
      Loan with a delinquent Balloon Payment is equal to the assumed monthly payment
      that would have been due on the related Due Date based on the original principal
      amortization schedule for such Balloon Mortgage Loan. Notwithstanding the
      generality of the foregoing, for purposes of a Servicer’s determination of
      whether or not a P&I Advance is required to be made on a Mortgage Loan for
      which the Mortgagor has failed to make one or more Monthly Payments due on
      such
      Mortgage Loan on or prior to the Cut-off Date, any payment in an amount
      equal to a Monthly Payment received by the related Servicer during the Due
      Period relating to such Servicer Remittance Date shall be deemed to be the
      Monthly Payment due during such Due Period and the related Servicer shall not
      be
      required to make a P&I Advance with respect to such Mortgage Loan. In
      addition, no portion of such Monthly Payment received on such Mortgage Loan
      will
      constitute the receipt of an Arrearage with respect to such Mortgage Loan unless
      all Monthly Payments required to be made on such Mortgage Loan for all prior
      Due
      Periods occurring subsequent to the Cut-off Date have been received by the
      related Servicer.

     

    
      
        
        

      

      
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    By
      12:00
      noon New York time on the Servicer Remittance Date, Ocwen shall remit in
      immediately available funds to the Securities Administrator for deposit in
      the
      Distribution Account an amount equal to the aggregate amount of P&I
      Advances, if any, to be made in respect of the related Mortgage Loans for the
      related Distribution Date either (i) from its own funds or (ii) from the
      Collection Account, to the extent of any Amounts Held For Future Distribution
      on
      deposit therein (in which case it will cause to be made an appropriate entry
      in
      the records of the Collection Account that Amounts Held For Future Distribution
      have been, as permitted by this Section 5.03, used by Ocwen in discharge of
      any
      such P&I Advance) or (iii) in the form of any combination of (i) and (ii)
      aggregating the total amount of P&I Advances to be made by Ocwen with
      respect to the related Mortgage Loans. In addition, Ocwen shall have the right
      to reimburse itself for any outstanding P&I Advance made from its own funds
      from Amounts Held for Future Distribution. Any Amounts Held For Future
      Distribution used by Ocwen to make P&I Advances or to reimburse itself for
      outstanding P&I Advances shall be appropriately reflected in Ocwen’s records
      and replaced by Ocwen by deposit in the Collection Account no later than the
      close of business on the Servicer Remittance Date immediately following the
      Due
      Period or Prepayment Period for which such amounts relate. The Securities
      Administrator will notify a Servicer and the Master Servicer by the close of
      business on the Business Day prior to the Distribution Date in the event that
      the amount remitted by such Servicer to the Securities Administrator on such
      date pursuant to this Agreement or the Servicing Agreement, as applicable,
      is
      less than the P&I Advances required to be made by such Servicer for the
      related Distribution Date.

     

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

     

    
      
        
        

      

      
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    (d) Notwithstanding
      anything herein to the contrary, no P&I Advance or Servicing Advance shall
      be required to be made hereunder by any Servicer if such P&I Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by the related
      Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
      made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
      Servicing Advance, respectively, shall be evidenced by a certification of a
      Servicing Officer delivered to the Master Servicer.

     

    (e) Subject
      to and in accordance with the provisions of Article VIII of this Agreement,
      in
      the event Ocwen fails to make any required P&I Advance, then the Master
      Servicer (in its capacity as successor Servicer) shall be required to make
      such
      P&I Advance on the Distribution Date on which Ocwen was required to make
      such Advance, subject to its determination of recoverability. In addition,
      in
      the event that IndyMac, SPS or WAMU fails to make a required P&I Advance
      under the related Servicing Agreement, the Master Servicer (in its capacity
      as
      successor Servicer) will be required to make such P&I Advance on the
      Distribution Date on which such Servicer was required to make such P&I
      Advance, subject to its determination of recoverability.

     

    SECTION
      5.04  Allocation
      of Realized Losses.

     

    (a)  On
      or
      before 12:00 noon New York time on the 18th calendar day of each month, and
      if
      the 18th calendar day is not a Business Day, the immediately following Business
      Day, the related Servicer shall determine as to each Mortgage Loan serviced
      by
      such Servicer and any related REO Property and include in the monthly remittance
      report provided to the Master Servicer and the Securities Administrator
      (substantially in the form of Schedule 4 hereto or as set forth in the related
      Servicing Agreement) such information as is reasonably available to the related
      Servicer, as the Master Servicer or the Securities Administrator may reasonably
      require so as to enable the Master Servicer to master service the Mortgage
      Loans
      and oversee the servicing by the related Servicer and the Securities
      Administrator to fulfill its obligations hereunder with respect to securities
      and tax reporting, which shall include, but not be limited to: (i) the total
      amount of Realized Losses, if any, incurred in connection with any Final
      Recovery Determinations made during the related Prepayment Period; and (ii)
      the
      respective portions of such Realized Losses allocable to interest and allocable
      to principal. Prior to each Determination Date, the Servicers shall also
      determine as to each Mortgage Loan: (i) the total amount of Realized Losses,
      if
      any, incurred in connection with any Deficient Valuations made during the
      related Prepayment Period; and (ii) the total amount of Realized Losses, if
      any,
      incurred in connection with Debt Service Reductions in respect of Monthly
      Payments due during the related Due Period.

     

    (b)  All
      Realized Losses on the Mortgage Loans allocated to any REMIC I Regular Interest
      pursuant to Section 5.04(c) of this Agreement for each Distribution Date
      will first, cause a reduction in Net Monthly Excess Cashflow for that
      Distribution Date and second, cause a reduction in the Overcollateralization
      Amount for that Distribution Date until reduced to zero. To the extent that
      Realized Losses on a Distribution Date cause the aggregate Certificate Principal
      Balance of the Offered Certificates (after taking into account all distributions
      on such Distribution Date) to exceed the aggregate Scheduled Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period, such excess
      shall be allocated by the Securities Administrator as follows: first, to the
      Class M-5 Certificates, until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero; second, to the Class M-4 Certificates,
      until the Certificate Principal Balance of the Class M-4 Certificates has been
      reduced to zero; third, to the Class M-3 Certificates, until the Certificate
      Principal Balance of the Class M-3 Certificates has been reduced to zero;
      fourth, to the Class M-2 Certificates, until the Certificate Principal Balance
      of the Class M-2 Certificates has been reduced to zero; and fifth, to the Class
      M-1 Certificates, until the Certificate Principal Balance of the Class M-1
      Certificates has been reduced to zero. All Realized Losses to be allocated
      to
      the Certificate Principal Balances of all Classes on any Distribution Date
      shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    
      
        
        

      

      
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    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated; any allocation of Realized Losses to a Class CE-1
      Certificate shall be made by reducing the amount otherwise payable in respect
      thereof pursuant to clause sixth
      of
      Section 5.01(a)(5). No allocations of any Realized Losses shall be made to
      the
      Certificate Principal Balances of the Class A Certificates or the Class P
      Certificates.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro rata basis” among two or more
      specified Classes of Certificates means an allocation on a pro rata basis,
      among
      the various Classes so specified, to each such Class of Certificates on the
      basis of their then outstanding Certificate Principal Balances prior to giving
      effect to distributions to be made on such Distribution Date. All Realized
      Losses and all other losses allocated to a Class of Certificates hereunder
      will
      be allocated among the, Certificates of such Class in proportion to the
      Percentage Interests evidenced thereby.

     

    In
      addition, in the event that a Servicer receives any Subsequent Recoveries,
      such
      Servicer shall deposit such funds into the Collection Account pursuant to
      Section 3.08 of this Agreement or into the related Custodial Account
      pursuant to the related Servicing Agreement. If, after taking into account
      such
      Subsequent Recoveries the amount of a Realized Loss is reduced, the amount
      of
      such Subsequent Recoveries will be applied to increase the Certificate Principal
      Balance of the Class of Mezzanine Certificates with the highest payment priority
      to which Realized Losses have been allocated, but not by more than the amount
      of
      Realized Losses previously allocated to that Class of Mezzanine Certificates
      pursuant to this Section 5.04 and not previously reimbursed to such Class
      of Mezzanine Certificates with Net Monthly Excess Cashflow pursuant to clause
      third
      of
      Section 5.01(a)(5) of this Agreement. The amount of any remaining
      Subsequent Recoveries will be applied to sequentially increase the Certificate
      Principal Balance of the Mezzanine Certificates, beginning with the Class of
      Mezzanine Certificates with the next highest payment priority, up to the amount
      of such Realized Losses previously allocated to such Class of Mezzanine
      Certificates pursuant to this Section 5.04 and not previously reimbursed to
      such Class of Mezzanine Certificates with Net Monthly Excess Cashflow pursuant
      to clause third
      of
      Section 5.01(a)(5). Holders of such Certificates will not be entitled to
      any payment in respect of current interest on the amount of such increases
      for
      any Interest Accrual Period preceding the Distribution Date on which such
      increase occurs. Any such increases shall be applied to the Certificate
      Principal Balance of each Mezzanine Certificate of such Class in accordance
      with
      its respective Percentage Interest.

     

    
      
        
        

      

      
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    (c)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Securities
      Administrator, on each Distribution Date to the following REMIC I Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Interest payable to the REMIC I Regular Interest I-LTAA and REMIC I Regular
      Interest I-LTZZ up to an aggregate amount equal to the REMIC I Interest Loss
      Allocation Amount, 98.00% and 2.00%, respectively; second, to the Uncertificated
      Balances of the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest
      I-LTZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation
      Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated Balances
      of
      REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC
      I
      Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Balance of REMIC I Regular Interest I-LTM5 has been reduced
      to
      zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
      REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest I-LTZZ, 98.00%,
      1.00% and 1.00%, respectively, until the Uncertificated Balance of REMIC I
      Regular Interest I-LTM4 has been reduced to zero; fifth, to the Uncertificated
      Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3
      and
      REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%, respectively, until
      the Uncertificated Balance of REMIC I Regular Interest I-LTM3 has been reduced
      to zero; sixth, to the Uncertificated Balances of REMIC I Regular Interest
      I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular Interest I-LTZZ,
      98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance of
      REMIC
      I Regular Interest I-LTM2 has been reduced to zero; and seventh, to the
      Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM1 has been reduced to zero.

     

    SECTION
      5.05  Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee and the Securities
      Administrator shall comply with all federal withholding requirements respecting
      payments to Certificateholders of interest or original issue discount that
      the
      Trustee reasonably believes are applicable under the Code. The consent of
      Certificateholders shall not be required for such withholding. In the event
      the
      Securities Administrator does withhold any amount from interest or original
      issue discount payments or advances thereof to any Certificateholder pursuant
      to
      federal withholding requirements, the Securities Administrator shall indicate
      the amount withheld to such Certificateholders.

     

    SECTION
      5.06  Reports
      Filed with Securities and Exchange Commission.

     

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

     

    
      
        
        

      

      
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    (ii)  As
      set
      forth on Exhibit G hereto, within 5 calendar days after the related Distribution
      Date, (A) certain parties to the ACE Securities Corp. Home Equity Loan Trust,
      Series 2006-SD3 transaction shall be required to provide to the Securities
      Administrator and the Depositor, to the extent known by a responsible officer
      thereof, in EDGAR-compatible form, or in such other form as otherwise agreed
      upon by the Securities Administrator and such party, the form and substance
      of
      any Additional Form 10-D Disclosure, if applicable, together with an Additional
      Disclosure Notification in the form of Exhibit H hereto (an “Additional
      Disclosure Notification”) and (B) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-D Disclosure on Form 10-D. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (iii)  After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two (2) Business
      Days
      after receipt of such copy but no later than the 12th
      calendar
      day after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval by the due date specified herein, or if the Depositor does
      not request a copy of a Form 10-D, the Securities Administrator shall be
      entitled to assume that such Form 10-D is in final form and the Securities
      Administrator may proceed with the execution and filing of the Form 10-D. A
      duly
      authorized representative of the Master Servicer shall sign each Form 10-D.
      If a
      Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be
      amended, the Securities Administrator will follow the procedures set forth
      in
      Section 5.06(c)(ii). Promptly (but no later than 1 Business Day) after filing
      with the Commission, the Securities Administrator will make available on its
      internet website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Securities Administrator and the Master Servicer of their duties under
      this
      Section 5.06(a) related to the timely preparation, execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties as set forth in this Agreement. Neither
      the
      Securities Administrator nor the Master Servicer shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      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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    (b)  (i)Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Securities Administrator shall prepare and file on behalf of
      the
      Trust a Form 8-K, as required by the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall be reported by the parties set forth on Exhibit G to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph.

     

    (ii)  As
      set
      forth on Exhibit G hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business New York City
      time on the 2nd Business Day after the occurrence of a Reportable Event (i)
      the
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any Form
      8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      paragraph. 

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall upon request, forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third Business Day after the Reportable Event,
      the Depositor shall notify the Securities Administrator in writing (which may
      be
      furnished electronically) of any changes to or approval of such Form 8-K. In
      the
      absence of receipt of any written changes or approval by the third Business
      Day,
      or if the Depositor does not request a copy of a Form 8-K, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.06(c)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that has been prepared and filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their duties under this Section
      5.06(b) related to the timely preparation, execution and filing of Form 8-K
      is
      contingent upon such parties strictly observing all applicable deadlines in
      the
      performance of their duties under this Agreement. Neither the Master Servicer
      nor the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file such Form 8-K, where such failure results from the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, execute or
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    
      
        
        

      

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

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-DA and 10-KA, as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any Monthly Report), any Additional Form 10-K Disclosure
      or
      any Form 8-K Disclosure Information or any amendment to such disclosure, the
      Securities Administrator will notify electronically the Depositor only if the
      amendment pertains to an additional reporting item being revised and/or amended
      on such form, but not if an amendment is being filed as a result of a Remittance
      Report revision, and the Depositor will cooperate with the Securities
      Administrator in preparing any necessary 8-KA, 10-DA or 10-KA. Any Form 15,
      Form
      12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by a duly
      authorized representative, or senior officer in charge of the master servicing,
      as applicable, of the Master Servicer. The parties to this Agreement acknowledge
      that the performance by the Securities Administrator and the Master Servicer
      of
      their duties under this Section 5.06(c) related to the timely preparation,
      execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
      10-D or 10-K is contingent upon each such party performing its duties under
      this
      Agreement. Neither the Master Servicer nor the Securities Administrator shall
      have any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file 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 any other party hereto needed
      to prepare, execute or arrange for execution or file such Form 15, Form 12b-25
      or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (d)  (i)On
      or
      prior to the 90th
      day
      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 31st
      of each
      year), commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust a Form 10-K, in form and substance as required
      by
      the Exchange Act. Each such Form 10-K shall include the following items, in
      each
      case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, the related
      Servicing Agreements and Custodial Agreements, (i) an annual compliance
      statement for each Servicer, each Additional Servicer, the Master Servicer,
      the
      Securities Administrator and any Servicing Function Participant engaged by
      such
      parties (each, a “Reporting Servicer”) as described under Section 3.17 and
      Section 4.15 and in such other agreements, (ii)(A) the annual reports on
      assessment of compliance with servicing criteria for each Reporting Servicer,
      as
      described under Section 3.18 and Section 4.16, and in such other agreements
      and
      (B) if each Reporting Servicer’s report on assessment of compliance with
      servicing criteria described under Section 3.18 and Section 4.16 or the related
      Servicing Agreement identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if each Reporting
      Servicer’s report on assessment of compliance with servicing criteria described
      under Section 3.18 and Section 4.16 or the related Servicing Agreement is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for each Reporting
      Servicer, as described under Section 3.18 and Section 4.17, or in such other
      agreement and (B) if any registered public accounting firm attestation report
      described under Section 3.18 and Section 4.17 or the related Servicing Agreement
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (iv) a Sarbanes-Oxley Certification as described in Section 3.20
      and Section 4.18 or the related Servicing Agreement (provided, however, that
      the
      Securities Administrator, at its discretion, may omit from the Form 10-K any
      annual compliance statement, assessment of compliance or attestation report
      that
      is not required to be filed with such Form 10-K pursuant to Regulation AB).
      Any
      disclosure or information in addition to (i) through (iv) above that is required
      to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be
      reported by the parties set forth on Exhibit G to the Depositor and the
      Securities Administrator and directed and approved by the Depositor pursuant
      to
      the following paragraph, and the Securities Administrator will have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in the next paragraph.

     

    
      
        
        

      

      
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    (ii)  As
      set
      forth on Exhibit G hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2007, (i)
      the
      parties to the ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3
      transaction shall be required to provide to the Securities Administrator and
      the
      Depositor, to the extent known by a responsible officer thereof, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification, and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      (3) Business Days after receipt of such copy, but in no event later than March
      25th
      of each
      year that the Trust is subject to the Exchange Act reporting requirements,
      the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval by March 25th, or
      if
      the Depositor does not request a copy of a Form 10-K, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K filed by the Securities Administrator. The
      parties to this Agreement acknowledge that the performance by the Master
      Servicer and the Securities Administrator of their respective duties under
      this
      Section 5.06(d) related to the timely preparation, execution 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 5.06(d), Section 3.17, Section
      3.18, Section 3.19, Section 4.16, Section 4.17 and Section 4.18. Neither the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage or claim arising out of or with respect to any failure
      to properly prepare, execute 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.

     

    
      
        
        

      

      
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    (e)  Each
      of
      Form 10-D and 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 the fifth calendar day after
      the related Distribution Date with respect to the filing of a report on Form
      10-D and no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the question
      should be “no” as a result of filings that relate to other securitization
      transactions of the Depositor for which the Securities Administrator does not
      have the obligation to prepare and file Exchange Act reports. 

     

    (f)  The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee and their respective officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of the Master Servicer’s obligations under this
      Section 5.06 or the Master Servicer’s negligence, bad faith or willful
      misconduct in connection therewith. 

     

    (g)  Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended without the
      consent of the Certificateholders.

     

    
      
        
        

      

      
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    ARTICLE
      VI


    THE
      CERTIFICATES

     

    SECTION
      6.01  The
      Certificates.

     

    (a)  The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC I and
      REMIC II.

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-6. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    (b)  The
      Class
      A Certificates and the Mezzanine Certificates shall initially be issued as
      one
      or more Certificates held by the Book-Entry Custodian or, if appointed to hold
      such Certificates as provided below, the Depository and registered in the name
      of the Depository or its nominee and, except as provided below, registration
      of
      such Certificates may not be transferred by the Securities Administrator except
      to another Depository that agrees to hold such Certificates for the respective
      Certificate Owners with Ownership Interests therein. The Certificate Owners
      shall hold their respective Ownership Interests in and to such Certificates
      through the book-entry facilities of the Depository and, except as provided
      below, shall not be entitled to definitive, fully registered Certificates
      (“Definitive Certificates”) in respect of such Ownership Interests. All
      transfers by Certificate Owners of their respective Ownership Interests in
      the
      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 the Ownership
      Interests in the 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. The Securities Administrator is hereby initially
      appointed as the Book-Entry Custodian and hereby agrees to act as such in
      accordance herewith and in accordance with the agreement that it has with the
      Depository authorizing it to act as such. The Book-Entry Custodian may, and,
      if
      it is no longer qualified to act as such, the Book-Entry Custodian shall,
      appoint, by a written instrument delivered to the Depositor, the Servicers
      and,
      if the Trustee is not the Book-Entry Custodian, the Trustee, any other transfer
      agent (including the Depository or any successor Depository) to act as
      Book-Entry Custodian under such conditions as the predecessor Book-Entry
      Custodian and the Depository or any successor Depository may prescribe, provided
      that the predecessor Book-Entry Custodian shall not be relieved of any of its
      duties or responsibilities by reason of any such appointment of other than
      the
      Depository. If the Securities Administrator resigns or is removed in accordance
      with the terms hereof, the successor Securities Administrator or, if it so
      elects, the Depository shall immediately succeed to its predecessor’s duties as
      Book-Entry Custodian. The Depositor shall have the right to inspect, and to
      obtain copies of, any Certificates held as Book-Entry Certificates by the
      Book-Entry Custodian.

     

    
      
        
        

      

      
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    (c)  The
      Class
      CE-1 Certificates and the Class CE-2 Certificates initially offered and sold
      in
      offshore transactions in reliance on Regulation S shall be issued in the form
      of
      a temporary global certificate in definitive, fully registered form (each,
      a
“Regulation S Temporary Global Certificate”), which shall be deposited with the
      Securities Administrator or an agent of the Securities Administrator as
      custodian for the Depository and registered in the name of Cede & Co. as
      nominee of the Depository for the account of designated agents holding on behalf
      of Euroclear or Clearstream. Beneficial interests in each Regulation S Temporary
      Global Certificate may be held only through Euroclear or Clearstream; provided,
      however, that such interests may be exchanged for interests in a Definitive
      Certificate in accordance with the requirements described in Section 6.02.
      After the expiration of the Release Date, a beneficial interest in a Regulation
      S Temporary Global Certificate may be exchanged for a beneficial interest in
      the
      related permanent global certificate of the same Class (each, a “Regulation S
      Permanent Global Certificate”), in accordance with the procedures set forth in
      Section 6.02. Each Regulation S Permanent Global Certificate shall be
      deposited with the Securities Administrator or an agent of the Securities
      Administrator as custodian for the Depository and registered in the name of
      Cede
& Co. as nominee of the Depository.

     

    (d)  The
      Class
      CE-1, Class CE-2 and Class P Certificates offered and sold to Qualified
      Institutional Buyers (“QIBs”) in reliance on Rule 144A under the Securities Act
      (“Rule 144A”) will be issued in the form of Book-Entry Certificates or
      institutional investors that are accredited investors within the meaning of
      Rule
      501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
      (“Institutional Accredited Investors”) will be issued in the form of Definitive
      Certificates.

     

    (e)  The
      Trustee, the Servicers, the Securities Administrator, the Master Servicer and
      the Depositor may for all purposes (including the making of payments due on
      the
      Book-Entry Certificates and global certificates) deal with the Depository as
      the
      authorized representative of the Certificate Owners with respect to the
      Book-Entry Certificates for the purposes of exercising the rights of
      Certificateholders hereunder. The rights of Certificate Owners with respect
      to
      the Book-Entry Certificates and global certificates shall be limited to those
      established by law and agreements between such Certificate Owners and the
      Depository Participants and brokerage firms representing such Certificate
      Owners. Multiple requests and directions from, and votes of, the Depository
      as
      Holder of the Book-Entry Certificates and global certificates with respect
      to
      any particular matter shall not be deemed inconsistent if they are made with
      respect to different Certificate Owners. The Securities Administrator may
      establish a reasonable record date in connection with solicitations of consents
      from or voting by Certificateholders and shall give notice to the Depository
      of
      such record date.

     

    
      
        
        

      

      
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    If
      (i)(A)
      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 (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of a Servicer Event of
      Default, Certificate Owners representing in the aggregate not less than 51%
      of
      the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. The Holder of a Regulation S Permanent Global Certificate
      may request that its interest in a global certificate be exchanged for a
      Definitive Certificate. Upon surrender to the Securities Administrator of the
      Book-Entry Certificates or Regulation S Permanent Global Certificate by the
      Book-Entry Custodian or the Depository or the Regulation S Permanent Global
      Certificate by the Depository, as applicable, accompanied by registration
      instructions from the Depository for registration of transfer, the Securities
      Administrator shall cause the Definitive Certificates to be issued. Such
      Definitive Certificates will be issued in minimum denominations of $10,000
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate or a Regulation S Permanent Global Certificate, as applicable,
      in an
      amount less than $10,000 immediately prior to the issuance of a Definitive
      Certificate shall be issued in a minimum denomination equal to the amount
      represented by such Book-Entry Certificate or Regulation S Permanent Global
      Certificate, as applicable. None of the Depositor, the Servicers, the Master
      Servicer, the Securities Administrator or the Trustee shall be liable for any
      delay in the delivery of such instructions and may conclusively rely on, and
      shall be protected in relying on, such instructions. 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.

     

    SECTION
      6.02  Registration
      of Transfer and Exchange of Certificates.

     

    (a)  The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section 9.11 of this Agreement, a Certificate Register for
      the Certificates in which, subject 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.

     

    (b)  No
      transfer of any Class CE-1 Certificate, Class CE-2 Certificate, Class P
      Certificate or Residual Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act, and
      effective registration or qualification under applicable state securities laws,
      or is made in a transaction that does not require such registration or
      qualification. In the event that such a transfer of a Class CE-1 Certificate,
      Class CE-2 Certificate, Class P Certificate or Residual Certificate is to be
      made without registration or qualification (other than in connection with the
      initial transfer of any such Certificate by the Depositor), the Securities
      Administrator shall require receipt of: (i) if such transfer is purportedly
      being made in reliance upon Rule 144A under the Securities Act, written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the form
      attached hereto as Exhibit B-1; (ii) if such transfer is purportedly being
      made
      in reliance upon Rule 501(a) under the Securities Act, written certifications
      from the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3; (iii) with respect to any Class CE-1, Class CE-2 or
      Class
      P Certificate, if such transfer is purportedly being made in reliance on
      Regulation S, a written certification from the prospective transferee,
      substantially in the form attached hereto as Exhibit B-2 and (iv) in all other
      cases, an Opinion of Counsel satisfactory to the Securities Administrator that
      such transfer may be made without such registration or qualification (which
      Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Master Servicer, the Securities Administrator or
      the
      Servicers), together with copies of the written certification(s) of the
      Certificateholder desiring to effect the transfer and/or such
      Certificateholder’s prospective transferee upon which such Opinion of Counsel is
      based, if any. 

     

    
      
        
        

      

      
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    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit B-2 hereto certifying that the beneficial owner
      of
      the interest in such Global Certificate is not a U.S. Person (as defined in
      Regulation S), and Euroclear or Clearstream, as the case may be, must provide
      to
      the Trustee and Securities Administrator a certificate in the form of Exhibit
      B-2 hereto prior to (i) the payment of interest or principal with respect to
      such holder’s beneficial interest in the Regulation S Temporary Global
      Certificate and (ii) any exchange of such beneficial interest for a beneficial
      interest in a Regulation S Permanent Global Certificate.

     

    In
      the
      event that such a transfer of a Residual Certificate is to be made without
      registration or qualification (other than in connection with the initial
      transfer of any such Certificate by the Depositor), the Securities Administrator
      shall require receipt of: (i) if such transfer is purportedly being made in
      reliance upon Rule 144A under the Securities Act, written certifications from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-1; (ii) if such transfer is purportedly being made in
      reliance upon Rule 501(a) under the Securities Act, written certifications
      from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit B-3, and (iii) in all other cases, an Opinion of Counsel
      satisfactory to the Securities Administrator that such transfer may be made
      without such registration or qualification (which Opinion of Counsel shall
      not
      be an expense of the Trust Fund or of the Depositor, the Trustee, the Master
      Servicer, the Securities Administrator or a Servicer), together with copies
      of
      the written certification(s) of the Certificateholder desiring to effect the
      transfer and/or such Certificateholder’s prospective transferee upon which such
      Opinion of Counsel is based, if any.

     

    Neither
      of the Depositor nor the Securities Administrator is obligated to register
      or
      qualify any such Certificates under the Securities Act or any other securities
      laws or to take any action not otherwise required under this Agreement to permit
      the transfer of such Certificates without registration or qualification. Any
      Certificateholder desiring to effect the transfer of any such Certificate shall,
      and does hereby agree to, indemnify the Trustee, the Depositor, the Master
      Servicer, the Securities Administrator and the Servicers 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.

     

    
      
        
        

      

      
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    (c)  No
      transfer of a Class CE-1 Certificate, Class CE-2 Certificate, Class P
      Certificate or Residual Certificate or any interest therein shall be made to
      any
      Plan, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any Person acquiring such Certificates with “Plan Assets” of a Plan within the
      meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101 (“Plan Assets”) unless the Securities Administrator is provided with
      an Opinion of Counsel on which the Depositor, the Master Servicer, the
      Securities Administrator, the Trustee and the Servicers may rely, which
      establishes to the satisfaction of the Securities Administrator that the
      purchase of such Certificates is permissible under applicable law, will not
      constitute or result in any prohibited transaction under ERISA or
      Section 4975 of the Code and will not subject the Depositor, the Servicers,
      the Trustee, the Master Servicer, the Securities Administrator or the Trust
      Fund
      to any obligation or liability (including obligations or liabilities under
      ERISA
      or Section 4975 of the Code) in addition to those undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
      any Servicer, the Trustee, the Master Servicer, the Securities Administrator
      or
      the Trust Fund. An Opinion of Counsel will not be required in connection with
      the initial transfer of any such Certificate by the Depositor to an affiliate
      of
      the Depositor (in which case, the Depositor or any affiliate thereof shall
      have
      deemed to have represented that such affiliate is not a Plan or a Person
      investing Plan Assets) and the Securities Administrator shall be entitled to
      conclusively rely upon a representation (which, upon the request of the
      Securities Administrator, shall be a written representation) from the Depositor
      of the status of such transferee as an affiliate of the Depositor.

     

    Each
      holder of a Mezzanine Certificate or any interest therein shall be deemed,
      by
      virtue of acquisition or holding of such certificate, to have represented,
      by
      virtue of its acquisition or holding of that Certificate or interest therein,
      that either (i) it is not a plan investor or (ii)(1) it is an insurance company,
      (2) the source of the funds used to acquire or hold the Certificate or interest
      therein is an “insurance company general account,” as such term is defined in
      PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have
      been
      satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      conditions described in this Section 6.02(c), the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate,
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any Certificate
      or
      interest therein was effected in violation of the conditions described in this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the
      Trustee, the Servicers, the Master Servicer, the Securities Administrator and
      the Trust Fund from and against any and all liabilities, claims, costs or
      expenses incurred by those parties as a result of that acquisition or
      holding.

     

    (d)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Securities Administrator or its designee under clause (iii)(A)
      below to deliver payments to a Person other than such Person and to negotiate
      the terms of any mandatory sale under clause (iii)(B) below and to execute
      all
      instruments of Transfer and to do all other things necessary in connection
      with
      any such sale. The rights of each Person acquiring any Ownership Interest in
      a
      Residual Certificate are expressly subject to the following
      provisions:

     

    
      
        
        

      

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

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit B-4) from the proposed Transferee, in form
      and
      substance satisfactory to the Securities Administrator, representing and
      warranting, among other things, that such Transferee is a Permitted Transferee,
      that it is not acquiring its Ownership Interest in the Residual Certificate
      that
      is the subject of the proposed Transfer as a nominee, trustee or agent for
      any
      Person that is not a Permitted Transferee, that for so long as it retains its
      Ownership Interest in a Residual Certificate, it will endeavor to remain a
      Permitted Transferee, and that it has reviewed the provisions of this
      Section 6.02(d) and agrees to be bound by them.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-4)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    (E) Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary Treasury regulation
      Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
      Interest in a Residual Certificate, if it is, or is holding an Ownership
      Interest in a Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    
      
        
        

      

      
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    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)
      If
      any purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(d), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(d)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B) If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(d) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    
      
        
        

      

      
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    (v)  The
      provisions of this Section 6.02(d) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A) written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (e)  No
      transfer of any Class CE-1 Certificate shall be made unless the proposed
      transferee of such Class CE-1 Certificate (1) provides to the Securities
      Administrator the appropriate tax certification form that would eliminate any
      withholding or deduction for taxes from amounts payable by the Cap Counterparty
      pursuant to the Cap Contract (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
      W-8EXP or W-8ECI, as applicable (or any successor form thereto)) and (2) agrees
      to update such forms (a) upon expiration of any such form, (b) as required
      under
      then applicable U.S. Treasury regulations and (c) promptly upon learning that
      such form has become obsolete or incorrect, each as a condition to such transfer
      so long as they are in physical form. Upon receipt of any tax certification
      form
      from a holder of any Class CE-1 Certificate, the Securities Administrator shall
      forward such tax certification form provided to it to the Cap Counterparty
      so
      long as the Securities Administrator is permitted to provide such tax
      certification. On the Closing Date, the initial Holder of the Class CE-1
      Certificates shall provide to the Securities Administrator an IRS Form W-9.
      Each
      holder of a Class CE-1 Certificate and each transferee thereof shall be deemed
      to have consented to the Securities Administrator forwarding to the Cap
      Counterparty any tax certification form it has provided and updated in
      accordance with these transfer restrictions.
      Any
      purported sales or transfers of any Class CE-1 Certificate to a transferee
      which
      does not comply with the requirements set forth in this paragraph shall be
      deemed null and void under this Agreement.

     

    (f)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11 of this Agreement, the Securities
      Administrator shall execute, authenticate and deliver, in the name of the
      designated Transferee or Transferees, one or more new Certificates of the same
      Class of a like aggregate Percentage Interest.

     

    
      
        
        

      

      
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    (g)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11 of this Agreement. Whenever any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate and deliver, the Certificates which the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for transfer or exchange shall (if so required by the Securities
      Administrator) be duly endorsed by, or be accompanied by a written instrument
      of
      transfer in the form satisfactory to the Securities Administrator duly executed
      by, the Holder thereof or his attorney duly authorized in writing. In addition,
      with respect to each Class R Certificate, the holder thereof may exchange,
      in
      the manner described above, such Class R Certificate for two separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest and the Class R-II Interest, respectively, in each case
      that was evidenced by the Class R Certificate being exchanged.

     

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

     

    (i)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    SECTION
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof,
      and
      (ii) there is delivered to the Securities Administrator such security or
      indemnity as may be required by it to save it harmless, then, in the absence
      of
      actual knowledge by 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 the same Class
      and
      of like denomination and Percentage Interest. Upon the issuance of any new
      Certificate under this Section, 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 shall constitute
      complete and indefeasible evidence of ownership in the applicable REMIC created
      hereunder, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    SECTION
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicers, the Trustee, the Master Servicer, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      any Certificate is registered as the owner of such Certificate for the purpose
      of receiving distributions pursuant to Section 5.01 and for all other
      purposes whatsoever, and none of the Depositor, the Servicers, the Trustee,
      the
      Master Servicer, the Securities Administrator or any agent of any of them shall
      be affected by notice to the contrary.

     

    
      
        
        

      

      
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    SECTION
      6.05  Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class CE-1 Certificate, Class CE-2
      Certificate, Class P Certificate or Residual Certificate to an Independent
      third
      party, the Depositor shall provide to the Securities Administrator ten copies
      of
      any private placement memorandum or other disclosure document used by the
      Depositor in connection with the offer and sale of such Certificate. In
      addition, if any such private placement memorandum or disclosure document is
      revised, amended or supplemented at any time following the delivery thereof
      to
      the Securities Administrator, the Depositor promptly shall inform the Securities
      Administrator of such event and shall deliver to the Securities Administrator
      ten copies of the private placement memorandum or disclosure document, as
      revised, amended or supplemented. The Securities Administrator shall maintain
      at
      its office as set forth in Section 12.05 hereof and shall make available
      free of charge during normal business hours for review by any Holder of a
      Certificate or any Person identified to the Securities Administrator as a
      prospective transferee of a Certificate, originals or copies of the following
      items: (i) in the case of a Holder or prospective transferee of a Class CE-1
      Certificate, Class CE-2 Certificate, Class P Certificate or Residual
      Certificate, the related private placement memorandum or other disclosure
      document relating to such Class of Certificates, in the form most recently
      provided to the Securities Administrator; and (ii) in all cases, (A) this
      Agreement and any amendments hereof entered into pursuant to Section 12.01
      of this Agreement, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 5.02 of this
      Agreement since the Closing Date, and all other notices, reports, statements
      and
      written communications delivered to the Certificateholders of the relevant
      Class
      pursuant to this Agreement since the Closing Date and (C) any copies of all
      Officers’ Certificates of a Servicer since the Closing Date delivered to the
      Master Servicer to evidence such Person’s determination that any P&I Advance
      or Servicing Advance was, or if made, would be a Nonrecoverable P&I Advance
      or Nonrecoverable Servicing Advance. Copies and mailing of any and all of the
      foregoing items will be available from the Securities Administrator upon request
      at the expense of the Person requesting the same.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    SECTION
      7.01  Liability
      of the Depositor, the Servicer and the Master Servicer.

     

    The
      Depositor, the Servicer and the Master Servicer each shall be liable in
      accordance herewith only to the extent of the obligations specifically imposed
      by this Agreement upon them in their respective capacities as Depositor, the
      Servicer and Master Servicer and undertaken hereunder by the Depositor, the
      Servicer and the Master Servicer herein. References to the Servicer in this
      Article VII (other than with respect to Sections 7.08, 7.09, 7.10 and 7.11)
      shall be deemed to refer to Ocwen.

     

    SECTION
      7.02  Merger
      or Consolidation of the Depositor, the Servicer or the Master
      Servicer.

     

    Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Servicer will keep in full effect its existence, rights and franchises as a
      limited liability company. Subject to the following paragraph, the Master
      Servicer will keep in full effect its existence, rights and franchises as a
      national banking association. The Depositor, the Servicer and the Master
      Servicer each will obtain and preserve its qualification to do business as
      a
      foreign entity in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Agreement, the
      Certificates or any of the Mortgage Loans and to perform its respective duties
      under this Agreement.

     

    The
      Depositor, the Servicer or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, the Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Servicer or the
      Master Servicer, shall be the successor of the Depositor, the Servicer or the
      Master Servicer, as the case may be, hereunder, without the execution or filing
      of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding; provided, however, that any
      successor to the Servicer or the Master Servicer shall meet the eligibility
      requirements set forth in clauses (i) and (iii) of the last paragraph of
      Section 8.02(a) or Section 7.06 of this Agreement.

     

    SECTION
      7.03  Limitation
      on Liability of the Depositor, the Servicer, the Master Servicer and
      Others.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, the
      Servicer or the Master Servicer shall be under any liability to the Trust Fund
      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 Depositor
      the Servicer, the Securities Administrator, the Master Servicer or any such
      person against any breach of warranties, representations or covenants made
      herein or against any specific liability imposed on any such Person pursuant
      hereto or against any liability which would otherwise be imposed by reason
      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, the Servicer, the Securities Administrator, the Master Servicer
      and
      any director, officer, employee or agent of the Depositor, the Servicer, the
      Securities Administrator and the Master Servicer may rely in good faith on
      any
      document of any kind which, prima facie, is properly executed and submitted
      by
      any Person respecting any matters arising hereunder. The Depositor, the
      Servicer, the Securities Administrator, the Master Servicer and any director,
      officer, employee or agent of the Depositor, the Servicer, the Securities
      Administrator or the Master Servicer shall be indemnified and held harmless
      by
      the Trust Fund against any loss, liability or expense incurred in connection
      with any legal action relating to this Agreement, the Servicing Agreements,
      the
      Certificates or any Credit Risk Management Agreement or any loss, liability
      or
      expense incurred other than 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. None of the Depositor, the
      Servicer, the Securities Administrator or the Master Servicer shall be under
      any
      obligation to appear in, prosecute or defend any legal action unless such action
      is related to its respective duties under this Agreement and, in its opinion,
      does not involve it in any expense or liability; provided, however, that each
      of
      the Depositor, the Servicer, the Securities Administrator and the Master
      Servicer may in its discretion undertake any such action which it may deem
      necessary or desirable with respect to this Agreement and the 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 (except 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) shall be expenses, costs and liabilities of the Trust Fund, and
      the
      Depositor, the Servicer, the Securities Administrator and the Master Servicer
      shall be entitled to be reimbursed therefor from the Collection Account or
      the
      Distribution Account as and to the extent provided in Article III and Article
      IV
      of this Agreement, any such right of reimbursement being prior to the rights
      of
      the Certificateholders to receive any amount in the Collection Account and
      the
      Distribution Account.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained herein, the Servicer shall not be liable
      for
      any actions or inactions prior to the Cut-off Date of any prior servicer of
      the
      Mortgage Loans and the Master Servicer shall not be liable for any action or
      inaction of the Servicers, except to the extent expressly provided herein,
      or
      the Credit Risk Management Agreements.

     

    SECTION
      7.04  Limitation
      on Resignation of the Servicer.

     

    (a)  Except
      as
      expressly provided herein, the Servicer shall neither assign all or
      substantially all of its rights under this Agreement or the servicing hereunder
      nor delegate all or substantially all of its duties hereunder nor sell or
      otherwise dispose of all or substantially all of its property or assets without,
      in each case, the prior written consent of the Master Servicer, which consent
      shall not be unreasonably withheld; provided, that in each case, there must
      be
      delivered to the Trustee and the Master Servicer a letter from each Rating
      Agency to the effect that such transfer of servicing or sale or disposition
      of
      assets will not result in a qualification, withdrawal or downgrade of the
      then-current rating of any of the Certificates (the “Rating Condition”).
      Notwithstanding the foregoing, the Servicer, without the consent of the Trustee
      or the Master Servicer, may retain third-party contractors to perform certain
      servicing and loan administration functions, including without limitation hazard
      insurance administration, tax payment and administration, flood certification
      and administration, collection services and similar functions, provided,
      however, that the retention of such contractors by the Servicer shall not limit
      the obligation of the Servicer to service the related Mortgage Loans pursuant
      to
      the terms and conditions of this Agreement. The Servicer shall not resign from
      the obligations and duties hereby imposed on it except (i) upon determination
      that its duties hereunder are no longer permissible under applicable law or
      (ii)
      upon the Servicer’s written proposal of a successor servicer reasonably
      acceptable to each of the Sponsor, the Depositor and the Master Servicer. No
      such resignation under clause (i) above shall become effective unless evidenced
      by an Opinion of Counsel to such effect obtained at the expense of the Servicer
      and delivered to the Trustee and the Rating Agencies. No such resignation of
      the
      Servicer under clause (ii) shall be effective unless:

     

    
      
        
        

      

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

     

    (ii)  the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of any of the
      Certificates; and

     

    (iii)  the
      proposed successor servicer has a net worth of at least
      $25,000,000.

     

    Notwithstanding
      anything to the contrary, no resignation of the Servicer shall become effective
      until the Master Servicer or a successor servicer shall have assumed the
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement.

     

    (b)  Except
      as
      expressly provided herein, the 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 Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.02 of
      this Agreement, no Sub-Servicer shall be a third-party beneficiary hereunder
      and
      the parties hereto shall not be required to recognize any Sub-Servicer as an
      indemnitee under this Agreement.

     

    
      
        
        

      

      
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    SECTION
      7.05  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06 of
      this Agreement shall have assumed the Master Servicer’s responsibilities,
      duties, liabilities (other than those liabilities arising prior to the
      appointment of such successor) and obligations under this
      Agreement.

     

    SECTION
      7.06  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
      stating that all conditions precedent to such action under this Agreement have
      been completed and such action is permitted by and complies with the terms
      of
      this Agreement. No such assignment or delegation shall affect any liability
      of
      the Master Servicer arising out of acts or omissions prior to the effective
      date
      thereof.

     

    SECTION
      7.07  Rights
      of the Depositor in Respect of the Servicer and the Master
      Servicer.

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Sub-Servicing
      Agreement or sub-contracting agreement shall provide that each Sub-Servicer
      or
      Subcontractor, as applicable, shall afford) the Depositor and the Trustee,
      upon
      reasonable notice, during normal business hours, access to all records
      maintained by the Master Servicer or the Servicer (and any such Sub-Servicer
      or
      Subcontractor, as applicable) in respect of the Servicer’s rights and
      obligations hereunder and access to officers of the Master Servicer or the
      Servicer (and those of any such Sub-Servicer or Subcontractor, as applicable)
      responsible for such obligations, and the Master Servicer shall have access
      to
      all such records maintained by the Servicer and any Sub-Servicers or
      Subcontractors. Upon request, each of the Master Servicer and the Servicer
      shall
      furnish to the Depositor and the Trustee its (and any such Sub-Servicer’s or
      Subcontractor’s) most recent financial statements and such other information
      relating to the Master Servicer’s or the Servicer’s capacity to perform its
      obligations under this Agreement as it possesses (and that any such Sub-Servicer
      or Subcontractor possesses). To the extent that the Master Servicer or the
      Servicer informs the Depositor and the Trustee that such information is not
      otherwise available to the public, the Depositor and the Trustee shall not
      disseminate any information obtained pursuant to the preceding two sentences
      without the Master Servicer’s or the Servicer’s written consent, except as
      required pursuant to this Agreement or to the extent that it is appropriate
      to
      do so (i) to its legal counsel, auditors, taxing authorities or other
      governmental agencies and the Certificateholders, (ii) pursuant to any law,
      rule, regulation, order, judgment, writ, injunction or decree of any court
      or
      governmental authority having jurisdiction over the Depositor and the Trustee
      or
      the Trust Fund, and in any case, the Depositor or the Trustee, (iii) disclosure
      of any and all information that is or becomes publicly known, or information
      obtained by the Trustee from sources other than the Depositor, the Servicer
      or
      the Master Servicer, (iv) disclosure as required pursuant to this Agreement
      or
      (v) disclosure of any and all information (A) in any preliminary or final
      offering circular, registration statement or contract or other document
      pertaining to the transactions contemplated by the Agreement approved in advance
      by the Depositor, the Servicer or the Master Servicer or (B) to any affiliate,
      independent or internal auditor, agent, employee or attorney of the Trustee
      having a need to know the same, provided that the Trustee advises such recipient
      of the confidential nature of the information being disclosed, shall use its
      best efforts to assure the confidentiality of any such disseminated non-public
      information. Nothing in this Section 7.07 shall limit the obligation of the
      Servicer to comply with any applicable law prohibiting disclosure of information
      regarding the Mortgagors and the failure of the Servicer to provide access
      as
      provided in this Section 7.07 as a result of such obligation shall not
      constitute a breach of this Section. Nothing in this Section 7.07 shall
      require the Servicer to collect, create, collate or otherwise generate any
      information that it does not generate in its usual course of business. The
      Servicer shall not be required to make copies of or ship documents to any party
      unless provisions have been made for the reimbursement of the costs thereof.
      The
      Depositor may, but is not obligated to, enforce the obligations of the Master
      Servicer and Ocwen under this Agreement and IndyMac, SPS and WAMU under the
      related Servicing Agreement and may, but is not obligated to, perform, or cause
      a designee to perform, any defaulted obligation of the Master Servicer or
Ocwen
      under this Agreement or IndyMac, SPS or WAMU under the related Servicing
      Agreement or exercise the rights of the Master Servicer or Ocwen under this
      Agreement or of IndyMac, SPS or WAMU under the related Servicing Agreement;
      provided that neither the Master Servicer nor the related Servicer shall be
      relieved of any of its obligations under this Agreement or the related Servicing
      Agreement, as applicable, by virtue of such performance by the Depositor or
      its
      designee. The Depositor shall not have any responsibility or liability for
      any
      action or failure to act by the Master Servicer or the Servicers and is not
      obligated to supervise the
      performance of the Master Servicer or the Servicers under this Agreement, the
      related Servicing Agreement or otherwise.

     

    
      
        
        

      

      
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    SECTION
      7.08  Duties
      of the Credit Risk Manager.

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans other than the WAMU Mortgage Loans. Such reports and recommendations
      will
      be based upon information provided to the Credit Risk Manager pursuant to the
      Credit Risk Management Agreements, and the Credit Risk Manager shall look solely
      to the related Servicer and/or Master Servicer for all information and data
      (including loss and delinquency information and data) relating to the servicing
      of the related Mortgage Loans. Upon any termination of the Credit Risk Manager
      or the appointment of a successor Credit Risk Manager, the Depositor shall
      give
      written notice thereof to the related Servicer, the Master Servicer, the
      Securities Administrator, the Trustee, and each Rating Agency. Notwithstanding
      the foregoing, the termination of the Credit Risk Manager pursuant to this
      Section shall not become effective until the appointment of a successor Credit
      Risk Manager. The Trustee is hereby authorized to enter into any Credit Risk
      Management Agreement necessary to effect the foregoing.

     

    
      
        
        

      

      
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    SECTION
      7.09  Limitation
      Upon Liability of the Credit Risk Manager.

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      or
      the Depositor for any action taken or for refraining from the taking of any
      action made in good faith pursuant to this Agreement, in reliance upon
      information provided by a Servicer and/or Master Servicer under the related
      Credit Risk Management Agreement, or for errors in judgment; provided, however,
      that this provision shall not protect the Credit Risk Manager or any such person
      against liability that would otherwise be imposed by reason of willful
      malfeasance or bad faith in its performance of its duties. The Credit Risk
      Manager and any director, officer, employee, or agent of the Credit Risk Manager
      may rely in good faith on any document of any kind prima facie properly executed
      and submitted by any Person respecting any matters arising hereunder or under
      the related Credit Risk Management Agreement, and may rely in good faith upon
      the accuracy of information furnished by a Servicer and/or Master Servicer
      pursuant to the related Credit Risk Management Agreement in the performance
      of
      its duties thereunder and hereunder. The Credit Risk Manager shall be held
      harmless and indemnified by the Trust Fund for any claims, costs or liability
      (each a “Claim”) arising out of or related in any way to the performance of its
      duties hereunder absent bad faith, willful misfeasance or gross negligence
      on
      the part of the Credit Risk Manager with respect to the applicable Claim and
      the
      legal expenses for any applicable Claim shall be expenses, costs and liabilities
      of the Trust Fund.

     

    SECTION
      7.10  Removal
      of the Credit Risk Manager.

     

    So
      long
      as Deutsche Bank Securities Inc. is the Holder of the Class CE-1 Certificate
      it
      may, at its option, terminate the Credit Risk Manager if the Credit Risk Manager
      breaches its obligations under the Credit Risk Management Agreements in any
      material respect and has not cured such breach as promptly as practicable but
      in
      no event later than 30 days after receiving written notice of such breach.
      In
      the event that a party other than Deutsche Bank Securities Inc. is the Holder
      of
      the Class CE-1 Certificate, the Holder of the Class CE-1 Certificate shall
      not
      have such termination right. In addition, the Credit Risk Manager may be removed
      as Credit Risk Manager under both Credit Risk Management Agreements by
      Certificateholders holding not less than 66 2/3% of the Voting Rights in the
      Trust Fund, in the exercise of its or their sole discretion. Upon the
      termination of the Credit Risk Manager by the Certificateholders or Deutsche
      Bank Securities Inc. as provided above, the Certificateholders or Deutsche
      Bank
      Securities Inc., as applicable, shall provide written notice of the Credit
      Risk
      Manager’s removal to the Trustee and the Servicers. Upon receipt of such notice,
      the Trustee shall provide written notice to the Credit Risk Manager of its
      removal, which shall be effective upon receipt of such notice by the Credit
      Risk
      Manager with a copy to the Securities Administrator and the Master
      Servicer.

     

    
      
        
        

      

      
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    Upon
      the
      termination of the Credit Risk Manager by the Holder of the Class CE-1
      Certificate as provided above, the Holder of the Class CE-1 Certificate may,
      at
      its option, appoint a successor Credit Risk Manager. If the Holder of the Class
      CE-1 Certificate fails to appoint a successor Credit Risk Manager, the Depositor
      may appoint a successor Credit Risk Manager. Upon the termination of the Credit
      Risk Manager by the Certificateholders as provided above, the Depositor shall
      appoint a successor Credit Risk Manager. Notwithstanding the foregoing, the
      termination of the Credit Risk Manager pursuant to this Section shall not become
      effective until the appointment of a successor Credit Risk Manager.

     

    SECTION
      7.11  Transfer
      of Servicing by Sponsor.

     

    The
      Sponsor may, at its option, transfer the servicing responsibilities of Ocwen
      or
      WAMU with respect to the related Mortgage Loans at any time without cause.
      No
      such transfer shall become effective unless and until a successor to the related
      Servicer shall have been appointed to service and administer the related
      Mortgage Loans pursuant to the terms and conditions of this Agreement. No
      appointment shall be effective unless (i) such successor meets the eligibility
      criteria set forth in Section 7.04 and (ii) all amounts reimbursable to such
      Servicer under this Agreement shall have been paid by the successor appointed
      pursuant to the terms of this Section 7.11 or by the Sponsor including without
      limitation, all unreimbursed P&I Advances and Servicing Advances made by
      such Servicer accrued and unpaid Servicing Fees and all out-of-pocket expenses
      of such Servicer incurred in connection with the transfer of servicing to such
      successor. The Sponsor shall provide a copy of the written confirmation of
      the
      Rating Agencies to the Trustee, the Securities Administrator and the Master
      Servicer. In connection with such appointment and assumption described herein,
      the Sponsor may make such arrangements for the compensation of such successor
      out of payments on Mortgage Loans as it and such successor shall agree;
      provided, however, that no such compensation shall be in excess of that
      permitted for the related Servicer hereunder. The Sponsor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession.

     

    
      
        
        

      

      
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    ARTICLE
      VIII


    DEFAULT

     

    SECTION
      8.01  Servicer
      Events of Default.

     

    (a)  “Servicer
      Event of Default,” wherever used herein, means, with respect to Ocwen, any one
      of the following events:

     

    (i)  any
      failure by such Servicer to remit to the Securities Administrator for
      distribution to the Certificateholders any payment (other than a P&I Advance
      required to be made from its own funds on any Servicer Remittance Date pursuant
      to Section 5.03 of this Agreement) required to be made by such Servicer under
      the terms of the Certificates and this Agreement which continues unremedied
      until 3:00 p.m. New York time on the Business Day immediately following the
      date
      upon which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Servicer by the Securities Administrator or the
      Master Servicer (in which case notice shall be provided by telecopy), or to
      such
      Servicer, the Securities Administrator and the Master Servicer by the Holders
      of
      Certificates entitled to at least 25% of the Voting Rights; or

     

    (ii)  any
      failure on the part of the related Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of such
      Servicer contained in this Agreement, or the material breach by such Servicer
      of
      any representation and warranty contained in Section 2.05 of this
      Agreement, which continues unremedied for a period of thirty (30) days after
      the
      date on which written notice of such failure, requiring the same to be remedied,
      shall have been given to such Servicer by the Depositor or the Trustee or to
      such Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least 25% of the Voting Rights; provided, however, that in the
      case of a failure that cannot be cured within thirty (30) days, the cure period
      may be extended for an additional thirty (30) days if such Servicer can
      demonstrate to the reasonable satisfaction of the Trustee that such Servicer
      is
      diligently pursuing remedial action; or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against such Servicer and
      such decree or order shall have remained in force undischarged or unstayed
      for a
      period of ninety (90) days; or

     

    (iv)  such
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    
      
        
        

      

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

     

    (vi)  failure
      by such Servicer to duly perform, within the required time period, its
      obligations under Sections 3.17, 3.18 or 3.19; or

     

    (vii)  any
      failure of such Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 5.03 which
      continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date; or

     

    (viii)  failure
      of such Servicer to maintain at least an “average” rating from the Rating
      Agencies.

     

    A
      “Servicer Event of Default” whenever used herein means, with respect to IndyMac,
      SPS and WAMU, an event of default by IndyMac, SPS or WAMU under the related
      Servicing Agreement.

     

    If
      a
      Servicer Event of Default described in clauses (a)(i) through (vi) or (viii)
      of
      this Section or a corresponding Servicer Event of Default under the related
      Servicing Agreement shall occur, then, and in each and every such case, so
      long
      as such Servicer Event of Default shall not have been remedied, the Depositor
      or
      the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as a Servicer under this Agreement, to
      the
      extent permitted by law, and in and to the related Mortgage Loans and the
      proceeds thereof. If a Servicer Event of Default described in clause (vii)
      hereof or the corresponding Servicer Event of Default under the related
      Servicing Agreement shall occur, the Trustee shall, by notice in writing to
      the
      defaulting Servicer, the Depositor and the Master Servicer, terminate all of
      the
      rights and obligations of the defaulting Servicer in its capacity as a Servicer
      under this Agreement and in and to the related Mortgage Loans and the proceeds
      thereof. Subject to Section 8.02 of this Agreement, on or after the receipt
      by the defaulting Servicer of such written notice, all authority and power
      of
      the defaulting Servicer under this Agreement or the related Servicing Agreement,
      as applicable, whether with respect to the Certificates (other than as a Holder
      of any Certificate) or the related Mortgage Loans or otherwise, shall pass
      to
      and be vested in the Master Servicer and, without limitation, the Master
      Servicer is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to execute and deliver, on behalf of and at the expense of the defaulting
      Servicer, any and all documents and other instruments and to do or accomplish
      all other acts or things necessary or appropriate to effect the purposes of
      such
      notice of termination, whether to complete the transfer and endorsement or
      assignment of the related Mortgage Loans and related documents, or otherwise.
      The defaulting Servicer agrees promptly (and in any event no later than ten
      Business Days subsequent to such notice) to provide the Master Servicer or
      other
      successor Servicer with all documents and records requested by it to enable
      it
      to assume such Servicer’s functions under this Agreement, and to cooperate with
      the Master Servicer in effecting the termination of the defaulting Servicer’s
      responsibilities and rights under this Agreement, including, without limitation,
      the transfer within one Business Day to the Master Servicer or other successor
      Servicer for administration by it of all cash amounts which at the time shall
      be
      or should have been credited by the defaulting Servicer to the Collection
      Account held by or on behalf of such Servicer or thereafter be received with
      respect to the related Mortgage Loans or any related REO Property (provided,
      however, that the defaulting Servicer shall continue to be entitled to receive
      all amounts accrued or owing to it under this Agreement on or prior to the
      date
      of such termination, whether in respect of P&I Advances, Servicing Advances,
      accrued and unpaid Servicing Fees or otherwise, and shall continue to be
      entitled to the benefits of Section 7.03 of this Agreement, notwithstanding
      any such termination, with respect to events occurring prior to such
      termination). Reimbursement of unreimbursed P&I Advances, Servicing Advances
      and accrued and unpaid Servicing Fees shall be made on a first in, first out
      (“FIFO”) basis no later than the Servicer Remittance Date. For purposes of this
      Section 8.01(a), the Trustee shall not be deemed to have knowledge of a
      Servicer Event of Default unless a Responsible Officer of the Trustee assigned
      to and working in the Trustee’s Corporate Trust Office has actual knowledge
      thereof or unless written notice of any event which is in fact such a Servicer
      Event of Default is received by the Trustee at its Corporate Trust Office and
      such notice references the Certificates, the Trust or this Agreement. The
      Trustee shall promptly notify the Master Servicer and the Rating Agencies of
      the
      occurrence of a Servicer Event of Default of which it has knowledge as provided
      above.

     

    
      
        
        

      

      
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    The
      Master Servicer and any other successor servicer shall be entitled to be
      reimbursed by the defaulting Servicer (or from amounts on deposit in the
      Distribution Account if the defaulting Servicer is unable to fulfill its
      obligations hereunder) for all reasonable out-of-pocket or third party costs
      associated with the transfer of servicing from the predecessor Servicer (or
      if
      the predecessor Servicer is the Master Servicer, from the Servicer immediately
      preceding the Master Servicer), including without limitation, any reasonable
      out-of-pocket or third party costs or expenses associated with the complete
      transfer of all servicing data and the completion, correction or manipulation
      of
      such servicing data as may be required by the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Master Servicer to service the Mortgage Loans properly and effectively, upon
      presentation of reasonable documentation of such costs and
      expenses.

     

    (b)  “Master
      Servicer Event of Default,” wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.04,
      which continues unremedied for a period of 30 days after the date on which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Master Servicer by the Depositor or the Trustee or to the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least 25% of the Voting Rights; or

     

    
      
        
        

      

      
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    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

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

     

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

     

    (v)  failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 or 4.18.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, terminate all of the rights and obligations of the Master
      Servicer in its capacity as Master Servicer under this Agreement, to the extent
      permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided, however,
      that the Master Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination and shall continue to be entitled to the benefits of
      Section 7.03 of this Agreement, notwithstanding any such termination, with
      respect to events occurring prior to such termination). For purposes of this
      Section 8.01(b), the Trustee shall not be deemed to have knowledge of a
      Master Servicer Event of Default unless a Responsible Officer of the Trustee
      assigned to and working in the Trustee’s Corporate Trust Office has actual
      knowledge thereof or unless written notice of any event which is in fact such
      a
      Master Servicer Event of Default is received by the Trustee and such notice
      references the Certificates, the Trust or this Agreement. The Trustee shall
      promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Event
      of Default of which it has knowledge as provided above.

     

    
      
        
        

      

      
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    On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of
      losses pursuant to Section 3.10) by the terms and provisions hereof including,
      without limitation, but subject to the Master Servicer’s and Trustee’s
      determination of recoverability, the Master Servicer’s obligations to make
      P&I Advances no later than each Distribution Date pursuant to Section 5.03;
      provided, however, that if the Trustee is prohibited by law or regulation from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Trustee shall not be obligated to make P&I Advances pursuant to Section
      5.03; and provided further, that any failure to perform such duties or
      responsibilities caused by the Master Servicer’s failure to provide information
      required by Section 8.01 shall not be considered a default by the Trustee as
      successor to the Master Servicer hereunder and neither the Trustee nor any
      other
      successor master servicer shall be liable for any acts or omissions of the
      terminated master servicer. As compensation therefor, the Trustee shall be
      entitled to the Master Servicing Fee and all funds relating to the Loans,
      investment earnings on the Distribution Account and all other remuneration
      to
      which the Master Servicer would have been entitled if it had continued to act
      hereunder.

     

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

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to continue to act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $25,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer.

     

    SECTION
      8.02  Master
      Servicer to Act; Appointment of Successor.

     

    (a)  On
      and
      after the time a Servicer receives a notice of termination, the Master Servicer
      shall be the successor in all respects to such Servicer in its capacity as
      a
      Servicer under this Agreement or the related Servicing Agreement, as applicable,
      and the transactions set forth or provided for herein or therein, and all the
      responsibilities, duties and liabilities relating thereto and arising thereafter
      shall be assumed by the Master Servicer or such successor Servicer (except
      for
      any representations or warranties of the related Servicer under this Agreement
      or the related Servicing Agreement, as applicable, the responsibilities, duties
      and liabilities contained in Section 2.03 of this Agreement and the
      obligation to deposit amounts in respect of losses pursuant to
      Section 3.10(b) of this Agreement) by the terms and provisions hereof
      including, without limitation, the related Servicer’s obligations to make
      P&I Advances pursuant to Section 5.03 of this Agreement or pursuant to
      the related Servicing Agreement; provided that if the Master Servicer is
      prohibited by law or regulation from obligating itself to make advances
      regarding delinquent mortgage loans, then the Master Servicer shall not be
      obligated to make P&I Advances pursuant to Section 5.03 of this
      Agreement or pursuant to the related Servicing Agreement; and provided further,
      that any failure to perform such duties or responsibilities caused by the
      related Servicer’s failure to provide information required by Section 8.01
      of this Agreement or under the related Servicing Agreement shall not be
      considered a default by the Master Servicer as successor to such Servicer
      hereunder or under the related Servicing Agreement; provided, however, that
      (1)
      it is understood and acknowledged by the parties hereto that there will be
      a
      period of transition (not to exceed ninety (90) days) before the actual
      servicing functions can be fully transferred to the Master Servicer or any
      successor Servicer appointed in accordance with the following provisions and
      (2)
      any failure to perform such duties or responsibilities caused by the related
      Servicer’s failure to provide information required by Section 8.01 of this
      Agreement or under the related Servicing Agreement shall not be considered
      a
      default by the Master Servicer as successor to such Servicer. As compensation
      therefor, the Master Servicer or other successor servicer, as applicable, shall
      be entitled to the Servicing Fee and all funds relating to the Mortgage Loans
      to
      which the terminated Servicer would have been entitled if it had continued
      to
      act hereunder or under the related Servicing Agreement. Notwithstanding the
      above and subject to the immediately following paragraph, the Master Servicer
      may, if it shall be unwilling to so act, or shall, if it is unable to so act
      promptly appoint or petition a court of competent jurisdiction to appoint,
      a
      Person that satisfies the eligibility criteria set forth below as the successor
      to the terminated Servicer under this Agreement or under the related Servicing
      Agreement in the assumption of all or any part of the responsibilities, duties
      or liabilities of the related Servicer under this Agreement or under the related
      Servicing Agreement.

     

    
      
        
        

      

      
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    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or Master Servicing Fee, as applicable,
      for any differential in the amount of the Servicing Fee or Master Servicing
      Fee,
      as applicable, paid hereunder or under the related Servicing Agreement and
      the
      amount necessary to induce any successor Servicer or successor Master Servicer
      to act as successor Servicer or successor Master Servicer under this Agreement
      or the related Servicing Agreement and the transactions set forth or provided
      for herein.

     

    Any
      successor Servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      Servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000 and (iv) assume all the responsibilities, duties or
      liabilities of the related Servicer (other than liabilities of the related
      Servicer hereunder incurred prior to termination of the related Servicer under
      Section 8.01 herein) under this Agreement as if originally named as a party
      to this Agreement.

     

    (b)  (1)
      All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) of this Agreement and
      incurred by the Trustee, the Master Servicer and any successor Servicer under
      paragraph (b)(2) below) in connection with the termination of a Servicer shall
      be paid by the terminated Servicer upon presentation of reasonable documentation
      of such costs, and if such predecessor or initial Servicer, as applicable,
      defaults in its obligation to pay such costs, the successor Servicer, the Master
      Servicer and the Trustee shall be entitled to reimbursement therefor from the
      assets of the Trust Fund.

     

    (2)
      No
      appointment of a successor to a Servicer under this Agreement or the related
      Servicing Agreement shall be effective until the assumption by the successor
      of
      all of such Servicer’s responsibilities, duties and liabilities hereunder or the
      related Servicing Agreement. In connection with such appointment and assumption
      described herein, the Trustee may make such arrangements for the compensation
      of
      such successor out of payments on the related Mortgage Loans as it and such
      successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted the related Servicer
      as
      such hereunder or under the related Servicing Agreement. The Depositor, the
      Trustee and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession. Pending
      appointment of a successor to a Servicer under this Agreement, the Master
      Servicer shall act in such capacity as hereinabove provided.

     

    SECTION
      8.03  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      termination of a Servicer or the Master Servicer pursuant to the related
      Servicing Agreement or Section 8.01(a) or Section 8.01(b) of this
      Agreement, as applicable, or any appointment of a successor to a Servicer or
      the
      Master Servicer pursuant to the related Servicing Agreement or Section 8.02
      of this Agreement, as applicable, the Trustee shall give prompt written notice
      thereof to the Certificateholders at the expense of the Trust Fund at their
      respective addresses appearing in the Certificate Register.

     

    
      
        
        

      

      
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    (b)  Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      a
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of Certificates
      notice of each such occurrence, unless such default or Servicer Event of Default
      or Master Servicer Event of Default shall have been cured or
      waived.

     

    SECTION
      8.04  Waiver
      of Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided,
      however,
      that a
      Servicer Event of Default under clause (i) or (vii) of Section 8.01(a) of
      this Agreement may be waived only by all of the Holders of the Regular
      Certificates. Upon any such waiver of a default, Servicer Event of Default
      or
      Master Servicer Event of Default, such default, Servicer Event of Default or
      Master Servicer Event of Default shall cease to exist and shall be deemed to
      have been remedied for every purpose hereunder. No such waiver shall extend
      to
      any subsequent or other default, Servicer Event of Default or Master Servicer
      Event of Default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01  Duties
      of Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default which may have
      occurred, and the Securities Administrator each undertake to perform such duties
      and only such duties as are specifically set forth in this Agreement as duties
      of the Trustee and the Securities Administrator, respectively. During the
      continuance of a Master Servicer Event of Default, 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 its exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    The
      Trustee shall promptly remit to the related Servicer any complaint, claim,
      demand, notice or other document (collectively, the “Notices”) delivered to the
      Trustee as a consequence of the assignment of any Mortgage Loan hereunder and
      relating to the servicing of the Mortgage Loans; provided than any such notice
      (i) is delivered to the Trustee at its Corporate Trust Office and (ii) is in
      writing and contains information sufficient to permit the Trustee to make a
      determination that the real property to which such document relates is a
      Mortgaged Property. The Trustee shall have no duty hereunder with respect to
      any
      Notice it may receive or which may be alleged to have been delivered to or
      served upon it unless such Notice is delivered to it or served upon it at its
      Corporate Trust Office and such Notice contains the information required
      pursuant to clause (ii) of the preceding sentence.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Securities Administrator from liability for its own negligent action, its own
      negligent failure to act or its own misconduct; provided,
      however,
      that:

     

    (i)  Prior
      to
      the occurrence of a Master Servicer Event of Default, and after the curing
      or
      waiver of all such Master Servicer Events of Default which may have occurred
      with respect to the Trustee and at all times with respect to the Securities
      Administrator, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall be liable except for the performance of 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
      Trustee or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    
      
        
        

      

      
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    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible Officers
      of
      the Trustee or an officer or officers of the Securities Administrator,
      respectively, unless it shall be proved that the Trustee or the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02  Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01 of this Agreement:

     

    (i)  Before
      taking any action hereunder, the Trustee and the Securities Administrator may
      request and rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or
      parties;

     

    (ii)  The
      Trustee and the Securities Administrator may consult with counsel of its
      selection and any advice of such counsel or 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;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Trustee of the obligation, upon the
      occurrence of a Master Servicer Event of Default (which has not been cured
      or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    
      
        
        

      

      
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    (iv)  Neither
      the Trustee nor the Securities Administrator shall 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;

     

    (v)  Prior
      to
      the occurrence of a Master Servicer Event of Default hereunder and after the
      curing or waiver of all Master Servicer Events of Default which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee or the Securities
      Administrator of the costs, expenses or liabilities likely to be incurred by
      it
      in the making of such investigation is, in the opinion of the Trustee or the
      Securities Administrator, as applicable, not reasonably assured to the Trustee
      or the Securities Administrator by such Certificateholders, the Trustee or
      the
      Securities Administrator, as applicable, may require reasonable indemnity
      satisfactory to it against such expense, or liability from such
      Certificateholders as a condition to taking any such action;

     

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

     

    (vii)  The
      Trustee shall not be liable for any loss resulting from (a) the investment
      of
      funds held in the Collection Account or any Custodial Account, (b) the
      investment of funds held in the Reserve Fund, (c) the investment of funds held
      in the Distribution Account or (d) the redemption or sale of any such investment
      as therein authorized;

     

    (viii)  The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement;

     

    (ix)  The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder; and

     

    
      
        
        

      

      
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    (x)  No
      provision of this Agreement shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against risk or liability is not reasonably assured to
      it.

     

    (b)  All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    (c)  The
      Trustee is hereby directed to execute and deliver the Cap Contract on behalf
      of
      Party B (as defined in the Cap Contract) and to exercise the rights, perform
      the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Trustee on behalf of Party B and not in its individual
      capacity.

     

    The
      Securities Administrator, the Master Servicer, the Sponsor, the Depositor,
      the
      Custodians and the Certificateholders (by acceptance of their Certificates)
      acknowledge and agree that: (i) the Trustee shall execute and deliver the Cap
      Contract on behalf of Party B, and (ii) the Trustee shall exercise the rights,
      perform the obligations, and make the representations of Party B thereunder,
      solely in its capacity as Trustee on behalf of Party B and not in its individual
      capacity, and (iii) the Securities Administrator shall also be entitled to
      exercise the rights and obligated to perform the obligations of Party B under
      the Cap Contract.

     

    (d)  None
      of
      the Securities Administrator, the Master Servicer, the Servicers, the Sponsor,
      the Depositor, the Custodians or the Trustee shall be responsible for the acts
      or omissions of the others or the Cap Counterparty, it being understood that
      this Agreement shall not be construed to render those partners joint venturers
      or agents of one another.

     

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

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12 of
      this Agreement) shall be taken as the statements of the Depositor and neither
      the Trustee nor the Securities Administrator assumes any responsibility for
      their correctness. Neither the Trustee nor the Securities Administrator makes
      any representations or warranties as to the validity or sufficiency of this
      Agreement (other than as specifically set forth in Sections 2.11 and 9.12
      of this Agreement) or of the Certificates (other than the signature of the
      Securities Administrator and authentication of the Securities Administrator
      on
      the Certificates) or of any Mortgage Loan or related document. The Trustee
      and
      the Securities Administrator shall not be accountable for the use or application
      by the Depositor of any of the Certificates or of the proceeds of such
      Certificates, or for the use or application of any funds paid to the Depositor
      or the Master Servicer in respect of the Mortgage Loans or deposited in or
      withdrawn from the Collection Account or any Custodial Account by the related
      Servicer, other than with respect to the Securities Administrator any funds
      held
      by it or on behalf of the Trustee in accordance with Sections 3.23 and 3.24
      of this Agreement.

     

    
      
        
        

      

      
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    SECTION
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05  Fees
      and Expenses of Trustee, Custodians and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder and of Wells Fargo
      Bank, National Association as the Custodian under the Wells Fargo Custodial
      Agreement and of DBNTC as the Custodian under the DBNTC Custodial Agreement
      shall be paid in accordance with a side letter agreement with the Master
      Servicer and at the sole expense of the Master Servicer. In addition, the
      Trustee, the Securities Administrator, the Custodians and any director, officer,
      employee or agent of the Trustee, the Securities Administrator and the
      Custodians shall be indemnified by the Trust and held harmless against any
      loss,
      liability or expense (including reasonable attorney’s fees and expenses)
      incurred by the Trustee, the Custodians or the Securities Administrator in
      connection with any claim or legal action or any pending or threatened claim
      or
      legal action arising out of or in connection with the acceptance or
      administration of its respective obligations and duties under this Agreement,
      including the Cap Contract and any and all other agreements related hereto,
      other than any loss, liability or expense, as applicable (i) solely with respect
      to the Trustee, for which the Trustee is indemnified by the Master Servicer
      or
      any Servicer, (ii) that constitutes a specific liability of the Trustee or
      the
      Securities Administrator, as applicable, pursuant to Section 11.01(g) of
      this Agreement or (iii) any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder by the Trustee or the Securities Administrator, as applicable, or
      by
      reason of reckless disregard of its obligations and duties
      hereunder.
      In no
      event shall the Trustee, the Custodians, the Master Servicer or the Securities
      Administrator be liable for special, indirect or consequential loss or damage
      of
      any kind whatsoever (including but not limited to lost profits), even if it
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action. The Master Servicer agrees to indemnify the Trustee, from, and hold
      the Trustee harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by the Trustee by reason of
      the Master Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Master
      Servicer’s reckless disregard of its obligations and duties under this
      Agreement. In addition, the Sponsor agrees to indemnify the Trustee for, and
      to
      hold the Trustee harmless against, any loss, liability or expense arising out
      of, or in connection with, the provisions set forth in the last paragraph of
      Section 2.01 of this Agreement, including, without limitation, all costs,
      liabilities and expenses (including reasonable legal fees and expenses) of
      investigating and defending itself against any claim, action or proceeding,
      pending or threatened, relating to the provisions of such paragraph. The
      indemnities in this Section 9.05 shall survive the termination or discharge
      of this Agreement and the resignation or removal of the Master Servicer, the
      Trustee, the Securities Administrator or the Custodians. Any payment under
      this
      Section 9.05 made by the Master Servicer to the Trustee in respect of the
      Trustee’s fees or the Master Servicer’s indemnification obligation to the
      Trustee shall be from the Master Servicer’s own funds, without reimbursement
      from REMIC I therefor.

     

    
      
        
        

      

      
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    SECTION
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor, the Master Servicer
      or
      any Affiliate of the foregoing) organized and doing business under the laws
      of
      any state or the United States of America, authorized under such laws to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000 (or a member of a bank holding company whose capital and
      surplus is at least $50,000,000) and subject to supervision or examination
      by
      federal or state authority. If such corporation or association publishes reports
      of conditions at least annually, pursuant to law or to the requirements of
      the
      aforesaid supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07 of this Agreement.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Servicer, the
      Depositor or an affiliate of the Depositor unless the Securities Administrator
      is in an institutional trust department, (ii) must be authorized to exercise
      corporate trust powers under the laws of its jurisdiction of organization,
      and
      (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency,
      or
      the equivalent rating by S&P (or such rating acceptable to Fitch pursuant to
      a rating confirmation). If no successor securities administrator shall have
      been
      appointed and shall have accepted appointment within 60 days after Wells Fargo
      Bank, National Association, as Securities Administrator, ceases to be the
      securities administrator pursuant to this Section 9.06, then the Trustee
      shall petition any court of competent jurisdiction, at the expense of the Trust
      Fund, for the appointment of a successor securities administrator which
      satisfies the eligibility criteria set forth herein. The Trustee shall notify
      the Rating Agencies of any change of Securities Administrator. 

     

    SECTION
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns) and to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, successor securities
      administrator, Trustee or Securities Administrator, as applicable.

     

    
      
        
        

      

      
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    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 of this Agreement and shall
      fail to resign after written request therefor by the Depositor, or if at any
      time the Trustee or the Securities Administrator shall become incapable of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and appoint a successor trustee or
      successor securities administrator, as applicable, by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become effective
      until acceptance of appointment by the successor trustee or successor securities
      administrator, as applicable, as provided in Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    
      
        
        

      

      
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    SECTION
      9.08  Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 of this Agreement shall execute, acknowledge and deliver to
      the Depositor and its predecessor trustee or predecessor securities
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or predecessor securities
      administrator shall become effective and such successor trustee or successor
      securities administrator without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with the like effect as if originally named as trustee
      or
      securities administrator herein. The predecessor trustee or predecessor
      securities administrator shall deliver to the successor trustee or successor
      securities administrator all Mortgage Loan Documents and related documents
      and
      statements to the extent held by it hereunder, as well as all monies, held
      by it
      hereunder, and the Depositor and the predecessor trustee or predecessor
      securities administrator shall execute and deliver such instruments and do
      such
      other things as may reasonably be required for more fully and certainly vesting
      and confirming in the successor trustee or successor securities administrator
      all such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such successor
      trustee or successor securities administrator shall be eligible under the
      provisions of Section 9.06 and the appointment of such successor trustee or
      successor securities administrator shall not result in a downgrading of any
      Class of Certificates by any Rating Agency, as evidenced by a letter from each
      Rating Agency.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register. If the Depositor fails to mail
      such notice within ten (10) days after acceptance of appointment by the
      successor trustee or successor securities administrator, the successor trustee
      or successor securities administrator shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    SECTION
      9.09  Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06 of this Agreement,
      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
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    
      
        
        

      

      
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    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

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

     

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

     

    SECTION
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, and presented for final distribution at the
      Corporate Trust Office of the Securities Administrator where notices and demands
      to or upon the Securities Administrator in respect of the Certificates and
      this
      Agreement may be served.

     

    
      
        
        

      

      
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    SECTION
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, Ocwen and the Depositor as applicable, as of the Closing Date,
      that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii)  The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii)  It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v)  It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    (vi)  No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01  Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a)  Subject
      to Section 10.02 of this Agreement, the respective obligations and
      responsibilities under this Agreement of the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicers and the Trustee (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      of this Agreement and of the Servicers to make remittances to the Securities
      Administrator and the Securities Administrator to make payments in respect
      of
      the REMIC I Regular Interests, REMIC I Regular Interests or the Classes of
      Certificates as hereinafter set forth) shall terminate upon payment to the
      Certificateholders and the deposit of all amounts held by or on behalf of the
      Trustee and required hereunder to be so paid or deposited on the Distribution
      Date coinciding with or following the earlier to occur of (i) the purchase
      by
      the Terminator (as defined below) of all Mortgage Loans and each REO Property
      remaining in REMIC I and (ii) the final payment or other liquidation (or any
      advance with respect thereto) of the last Mortgage Loan or REO Property
      remaining in REMIC I; provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the earlier of (x)
      the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (y) the Last Scheduled Distribution Date.
      The purchase by the Terminator (defined below) of all Mortgage Loans and each
      REO Property remaining in REMIC I shall be at a price (the “Termination Price”)
      equal to the sum of (i) the greater of (A) the aggregate Purchase Price of
      all
      the Mortgage Loans included in REMIC I, plus the appraised value of each REO
      Property, if any, included in REMIC I, such appraisal to be conducted by an
      appraiser mutually agreed upon by the Terminator and the Trustee in their
      reasonable discretion and (B) the aggregate fair market value of all of the
      assets of REMIC I (as determined by the Terminator and the Trustee, as of the
      close of business on the third Business Day next preceding the date upon which
      notice of any such termination is furnished to Certificateholders pursuant
      to
      the third paragraph of this Section 10.01) plus (ii) any amounts due the
      Servicers and the Master Servicer in respect of unpaid Servicing Fees and Master
      Servicing Fees and outstanding P&I Advances and Servicing
      Advances.

     

    (b)  The
      Master Servicer or, if the Master Servicer fails to exercise such optional
      termination right, Ocwen (either the Master Servicer or Ocwen, the “Terminator”)
      shall have the right to purchase all of the Mortgage Loans and each REO Property
      remaining in REMIC I pursuant to clause (i) of the preceding paragraph no later
      than the Determination Date in the month immediately preceding the Distribution
      Date on which the Certificates will be retired; provided, however, that the
      Terminator may elect to purchase on a servicing retained basis all of the
      Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause
      (i)
      above only if the aggregate Scheduled Principal Balance of the Mortgage Loans
      and each REO Property remaining in the Trust Fund at the time of such election
      is reduced to less than or equal to 10% of the aggregate Scheduled Principal
      Balance of the Mortgage Loans as of the Cut-off Date. By acceptance of the
      Residual Certificates, the Holder of the Residual Certificates agrees, in
      connection with any termination hereunder, to assign and transfer any portion
      of
      the Termination Price in excess of par, and to the extent received in respect
      of
      such termination, to pay any such amounts to the Holders of the Class CE-1
      Certificates. Notwithstanding the foregoing, the optional termination right
      may
      only be exercised by Ocwen if (1) Ocwen receives written notification from
      the
      Master Servicer that the Master Servicer will not exercise such optional
      termination right or (2) Ocwen does not receive such written notification from
      the Master Servicer, and the Master Servicer fails to exercise its optional
      termination right by the third Distribution Date following the date such right
      became exercisable; provided, however, in no event shall Ocwen exercise its
      optional termination right under (1) or (2) above unless it first provides
      written notice to the Authorized Officers of the Sponsor that it intends to
      exercise such optional termination right.

     

    
      
        
        

      

      
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    (c)  Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed (a) in the event such
      notice is given in connection with the purchase of the Mortgage Loans and each
      REO Property by the Terminator, not earlier than the 15th day and not later
      than
      the 25th day of the month next preceding the month of the final distribution
      on
      the Certificates or (b) otherwise during the month of such final distribution
      on
      or before the Determination Date in such month, in each case specifying (i)
      the
      Distribution Date upon which the Trust Fund will terminate and the final payment
      in respect of the REMIC I Regular Interests or the Certificates will be made
      upon presentation and surrender of the related Certificates at the office of
      the
      Securities Administrator therein designated, (ii) the amount of any such final
      payment, (iii) that no interest shall accrue in respect of the REMIC I Regular
      Interests or the Certificates from and after the Interest Accrual Period
      relating to the final Distribution Date therefor and (iv) that the Record Date
      otherwise applicable to such Distribution Date is not applicable, payments
      being
      made only upon presentation and surrender of the Certificates at the office
      of
      the Securities Administrator. In the event such notice is given in connection
      with the purchase of all of the Mortgage Loans and each REO Property remaining
      in REMIC I by the Terminator, the Terminator shall deliver to the Securities
      Administrator for deposit in the Distribution Account not later than the
      Business Day prior to the Distribution Date on which the final distribution
      on
      the Certificates an amount in immediately available funds equal to the
      above-described Termination Price. The Securities Administrator shall remit
      to
      the Servicers, the Master Servicer, the Trustee and the applicable Custodian
      from such funds deposited in the Distribution Account (i) any amounts which
      the
      related Servicer would be permitted to withdraw and retain from the related
      Custodial Account pursuant to the related Servicing Agreement or from the
      Collection Account pursuant to Section 3.09 of this Agreement, as
      applicable, as if such funds had been deposited therein (including all unpaid
      Servicing Fees, Master Servicing Fees and all outstanding P&I Advances and
      Servicing Advances) and (ii) any other amounts otherwise payable by the
      Securities Administrator to the Master Servicer, the Trustee, the applicable
      Custodian and the Servicers from amounts on deposit in the Distribution Account
      pursuant to the terms of this Agreement or the related Servicing Agreement
      prior
      to making any final distributions pursuant to Section 10.01(d) below. Upon
      certification to the Trustee by the Securities Administrator of the making
      of
      such final deposit, the Trustee shall promptly release or cause to be released
      to the Terminator the Mortgage Files for the remaining Mortgage Loans, and
      Trustee shall execute all assignments, endorsements and other instruments
      delivered to it and necessary to effectuate such transfer.

     

    
      
        
        

      

      
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    (d)  Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with
      Section 5.01 in respect of the Certificates so presented and surrendered.
      Any funds not distributed to any Holder or Holders of Certificates being retired
      on such Distribution Date because of the failure of such Holder or Holders
      to
      tender their Certificates shall, on such date, be set aside and held in trust
      and credited to the account of the appropriate non-tendering Holder or Holders.
      If any Certificates as to which notice has been given pursuant to this
      Section 10.01 shall not have been surrendered for cancellation within six
      months after the time specified in such notice, the Securities Administrator
      shall mail a second notice to the remaining non-tendering Certificateholders
      to
      surrender their Certificates for cancellation in order to receive the final
      distribution with respect thereto. If within one year after the second notice
      all such Certificates shall not have been surrendered for cancellation, the
      Securities Administrator shall, directly or through an agent, mail a final
      notice to the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the funds in trust
      and
      of contacting such Certificateholders shall be paid out of the assets remaining
      in the trust funds. If within one year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such amounts, and all rights of
      non-tendering Certificateholders in or to such amounts shall thereupon cease.
      No
      interest shall accrue or be payable to any Certificateholder on any amount
      held
      in trust by the Securities Administrator as a result of such Certificateholder’s
      failure to surrender its Certificate(s) on the final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     

    SECTION
      10.02  Additional
      Termination Requirements.

     

    (a)  In
      the
      event that the Terminator purchases all the Mortgage Loans and each REO Property
      or the final payment on or other liquidation of the last Mortgage Loan or REO
      Property remaining in REMIC I pursuant to Section 10.01, the Trust Fund
      shall be terminated in accordance with the following additional
      requirements:

     

    (i)  The
      Securities Administrator shall specify the first day in the 90-day liquidation
      period in a statement attached to each Trust REMIC’s final Tax Return pursuant
      to Treasury regulation Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any
      regulations thereunder, as evidenced by an Opinion of Counsel obtained by and
      at
      the expense of the Terminator;

     

    (ii)  During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Terminator for cash; and

     

    (iii) At
      the
      time of the making of the final payment on the Certificates, the Securities
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand in the
      Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

     

    
      
        
        

      

      
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    (b)  At
      the
      expense of the Terminator (or, if the Trust Fund is being terminated as a result
      of the occurrence of the event described in clause (ii) of the first paragraph
      of Section 10.01, at the expense of the Trust Fund), the Terminator shall
      prepare or cause to be prepared the documentation required in connection with
      the adoption of a plan of liquidation of each Trust REMIC pursuant to this
      Section 10.02.

     

    (c)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    SECTION
      11.01  REMIC
      Administration.

     

    (a)  The
      Securities Administrator shall elect to treat each Trust REMIC as a REMIC under
      the Code and, if necessary, under applicable state law. Each such election
      will
      be made by the Securities Administrator on Form 1066 or other appropriate
      federal tax or information return or any appropriate state return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      Residual Interests in REMIC I. The Class A Certificates and the Mezzanine
      Certificates (exclusive of any right to receive payments from the Reserve Fund),
      the Class P Certificates, the Class CE-1 Certificates and the Class CE-2
      Certificates shall be designated as the Regular Interests in REMIC II and the
      Class R-II Interest shall be designated as the Residual Interests in REMIC
      II.
      The Trustee shall not permit the creation of any “interests” in each Trust REMIC
      (within the meaning of Section 860G of the Code) other than the REMIC I Regular
      Interests and the interests represented by the Certificates.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c)  The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, as agent
      for
      each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
      in relation to any tax matter or controversy involving any Trust REMIC and
      (ii)
      represent the Trust Fund in any administrative or judicial proceeding relating
      to an examination or audit by any governmental taxing authority with respect
      thereto. The holder of the largest Percentage Interest of each Class of Residual
      Certificates shall be designated, in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1, as the tax matters person of the related REMIC created
      hereunder. By their acceptance thereof, the holder of the largest Percentage
      Interest of the Residual Certificates hereby agrees to irrevocably appoint
      the
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d)  The
      Securities Administrator shall prepare and file and the Trustee shall sign
      all
      of the Tax Returns in respect of each REMIC created hereunder. The expenses
      of
      preparing and filing such returns shall be borne by the Securities Administrator
      without any right of reimbursement therefor.

     

    (e)  The
      Securities Administrator shall perform on behalf of each Trust REMIC all
      reporting and other tax compliance duties that are the responsibility of such
      REMIC under the Code, the REMIC Provisions or other compliance guidance issued
      by the Internal Revenue Service or any state or local taxing authority. Among
      its other duties, as required by the Code, the REMIC Provisions or other such
      compliance guidance, the Securities Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee upon receipt of additional reasonable
      compensation, (ii) to the Certificateholders such information or reports as
      are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    
      
        
        

      

      
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    (f)  To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) result in the imposition of a tax upon the Trust Fund (including but not
      limited to the tax on prohibited transactions as defined in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC
      Event”) unless such action or inaction is permitted under this Agreement or the
      Trustee and the Securities Administrator have received an Opinion of Counsel,
      addressed to the them (at the expense of the party seeking to take such action
      but in no event at the expense of the Trustee or the Securities Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      (iii)
      shall the Securities Administrator take or fail to take any action (whether
      or
      not authorized hereunder) as to which the Trustee has advised it in writing
      that
      it has received an Opinion of Counsel to the effect that an Adverse REMIC Event
      could occur with respect to such action; provided that the Securities
      Administrator may conclusively rely on such Opinion of Counsel and shall incur
      no liability for its action or failure to act in accordance with such Opinion
      of
      Counsel. In addition, prior to taking any action with respect to any Trust
      REMIC
      or the respective assets of each, or causing any Trust REMIC to take any action,
      which is not contemplated under the terms of this Agreement, the Securities
      Administrator will consult with the Trustee or its designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel to make such written advice, and the cost
      of
      same shall be borne by the party seeking to take the action not permitted by
      this Agreement, but in no event shall such cost be an expense of the
      Trustee.

     

    
      
        
        

      

      
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    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
      from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      charged (i) to the Trustee pursuant to Section 11.03 of this Agreement, if
      such tax arises out of or results from a breach by the Trustee of any of its
      obligations under this Article XI, (ii) to the Securities Administrator pursuant
      to Section 11.03 of this Agreement, if such tax arises out of or results
      from a breach by the Securities Administrator of any of its obligations under
      this Article XI, (iii) to the Master Servicer pursuant to Section 11.03 of
      this Agreement, if such tax arises out of or results from a breach by the Master
      Servicer of any of its obligations under Article IV or under this Article XI,
      (iv) to Ocwen pursuant to Section 11.03 of this Agreement, if such tax
      arises out of or results from a breach by Ocwen of any of its obligations under
      Article III or under this Article XI, or (v) in all other cases, against amounts
      on deposit in the Distribution Account and shall be paid by withdrawal
      therefrom.

     

    (h)  The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (i)  Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with
      Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      related REMIC to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or subject such REMIC to any tax under the REMIC Provisions
      or
      other applicable provisions of federal, state and local law or
      ordinances.

     

    (j)  Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (k)  The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    SECTION
      11.02  Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, Ocwen, the Securities Administrator, the Master Servicer or
      the
      Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
      (except in connection with (i) the foreclosure of a Mortgage Loan, including
      but
      not limited to, the acquisition or sale of a Mortgaged Property acquired by
      deed
      in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination
      of
      REMIC I pursuant to Article X of this Agreement, (iv) a substitution pursuant
      to
      Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
      Article II of this Agreement), nor acquire any assets for any Trust REMIC (other
      than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell
      or
      dispose of any investments in the Collection Account, the Custodial Accounts
      or
      the Distribution Account for gain, nor accept any contributions to any Trust
      REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an
      Opinion of Counsel, addressed to the Trustee and the Securities Administrator
      (at the expense of the party seeking to cause such sale, disposition,
      substitution, acquisition or contribution but in no event at the expense of
      the
      Trustee) that such sale, disposition, substitution, acquisition or contribution
      will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
      cause any Trust REMIC to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.

     

    
      
        
        

      

      
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    SECTION
      11.03  Indemnification.

     

    (a)  The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator or the
      Servicers including,
      without
      limitation, any
      reasonable attorneys fees imposed on or incurred by the Trust Fund, the
      Depositor, the Master Servicer, the Securities Administrator or a Servicer
      as a
      result of the Trustee’s failure to perform its covenants set forth in this
      Article XI in accordance with the standard of care of the Trustee set forth
      in
      this Agreement.

     

    (b)  Ocwen
      agrees to indemnify the Trust Fund, the Depositor, the Master Servicer, the
      Securities Administrator and the Trustee for any taxes and costs including,
      without limitation, any reasonable attorneys’ fees imposed on or incurred by the
      Trust Fund, the Depositor, the Master Servicer, the Securities Administrator
      or
      the Trustee, as a result of Ocwen’s failure to perform its covenants set forth
      in Article III in accordance with the standard of care of the Servicer set
      forth
      in this Agreement.

     

    (c)  The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, Ocwen and
      the
      Trustee for any taxes and costs including, without limitation, any reasonable
      attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, Ocwen
      or the Trustee, as a result of the Master Servicer’s failure to perform its
      covenants set forth in Article IV in accordance with the standard of care of
      the
      Master Servicer set forth in this Agreement.

     

    (d)  The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, Ocwen or the Trustee including, without
      limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
      Fund, the Depositor, Ocwen or the Trustee as a result of the Securities
      Administrator’s failure to perform its covenants set forth in this Article XI in
      accordance with the standard of care of the Securities Administrator set forth
      in this Agreement.

     

    
      
         

      

      
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    (e)  Each
      of
      the Depositor, Master Servicer, Securities Administrator, Ocwen and any
      Servicing Function Participant engaged by such party, respectively, shall
      indemnify and hold harmless the Master Servicer, the Securities Administrator
      and the Depositor, respectively, and each of its directors, officers, employees,
      agents, and affiliates from and against any and all claims, losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and related costs,
      judgments and other costs and expenses arising out of or based upon (a) any
      breach by such party of any if its obligations under hereunder, including
      particularly its obligations to provide any assessment of compliance,
      attestation report, annual statement of compliance or any information, data
      or
      materials required to be included in any Exchange Act report, (b) any material
      misstatement or omission in any information, data or materials provided by
      such
      party (or, in the case of the Securities Administrator or Master Servicer,
      any
      material misstatement or material omission in (i) any annual statement of
      compliance, assessment of compliance or attestation report delivered by it,
      or
      by any Servicing Function Participant engaged by it, pursuant to this Agreement,
      or (ii) any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or
      Form 8-K Disclosure concerning the Master Servicer or the Securities
      Administrator), or (c) the negligence, bad faith or willful misconduct of such
      indemnifying party in connection with its performance hereunder. If the
      indemnification provided for in this Section 11.03(e) is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator
      or the Depositor, as the case may be, then each such party agrees that it shall
      contribute to the amount paid or payable by the Master Servicer, the Securities
      Administrator or the Depositor, as applicable, as a result of any claims,
      losses, damages or liabilities incurred by such party in such proportion as
      is
      appropriate to reflect the relative fault of the indemnified party on the one
      hand and the indemnifying party on the other. This indemnification shall survive
      the termination of this Agreement or the termination of any party to this
      Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01  Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, Ocwen, the Master
      Servicer, the Securities Administrator and the Trustee, but without the consent
      of any of the Certificateholders, (i) to cure any ambiguity or defect, (ii)
      to
      correct, modify or supplement any provisions herein (including to give effect
      to
      the expectations of Certificateholders), (iii) to ensure compliance with
      Regulation AB or (iv) to make any other provisions with respect to matters
      or
      questions arising under this Agreement which shall not be inconsistent with
      the
      provisions of this Agreement, and that such action shall not, as evidenced
      by an
      Opinion of Counsel delivered to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder; provided that any such amendment
      shall be deemed not to adversely affect in any material respect the interests
      of
      the Certificateholders and no such Opinion of Counsel shall be required if
      the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates. No amendment shall
      be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      shall be required to address the effect of any such amendment on any such
      consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, Ocwen, the
      Master Servicer, the Securities Administrator and the Trustee with the consent
      of the Holders of Certificates entitled to at least 66% of the Voting Rights
      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
      received on Mortgage Loans which are 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 (i), without
      the
      consent of the Holders of Certificates of such Class evidencing at least 66%
      of
      the Voting Rights allocated to such Class, or (iii) modify the consents required
      by the immediately preceding clauses (i) and (ii) without the consent of the
      Holders of all Certificates then outstanding. Notwithstanding any other
      provision of this Agreement, for purposes of the giving or withholding of
      consents pursuant to this Section 12.01, Certificates registered in the
      name of the Depositor or a Servicer or any Affiliate thereof shall be entitled
      to Voting Rights with respect to matters affecting such Certificates. Without
      limiting the generality of the foregoing, any amendment to this Agreement
      required in connection with the compliance with or the clarification of any
      reporting obligations described in Section 5.06 hereof shall not require
      the consent of any Certificateholder and without the need for any Opinion of
      Counsel or Rating Agency confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that such amendment is permitted hereunder and will not
      result in the imposition of any tax on any Trust REMIC pursuant to the REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificates are outstanding and that such amendment is authorized
      or
      permitted by this Agreement.

     

    
      
        
        

      

      
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    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder.

     

    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.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 12.01
      shall be borne by the Person seeking the related amendment, but in no event
      shall such Opinion of Counsel be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    SECTION
      12.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement (or an abstract hereof,
      if
      acceptable by the applicable recording office) 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 to be effected by the Depositor at the expense
      of
      the Certificateholders, but only after the Depositor has delivered to the
      Trustee an Opinion of Counsel (which Opinion of Counsel shall not be at the
      expense of the Trustee) to the effect that such recordation materially and
      beneficially affects the interests of the Certificateholders.

     

    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  Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      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 expressly provided
      for
      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 any 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 person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    
      
        
        

      

      
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    No
      Certificateholder shall have any right by virtue of any provision 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 default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon 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 15 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 is understood and intended,
      and 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 whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such 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 equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      12.04  Governing
      Law.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General Obligations
      Law which shall govern.

     

    SECTION
      12.05  Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if personally delivered at or mailed by first class mail, postage
      prepaid, or by express delivery service or delivered in any other manner
      specified herein, to (a) in the case of the Depositor, ACE Securities Corp.,
      AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
      28211, Attention: Juliana Johnson (telecopy number: (704) 365-1362) with a
      copy
      to Deutsche Bank Securities, Inc., 60 Wall Street, New York, NY 10005,
      Attention: Legal Department (telecopy number: (212) 797-4561), or such other
      address or telecopy number as may hereafter be furnished to the Servicers,
      the
      Master Servicer, the Securities Administrator and the Trustee in writing by
      the
      Depositor, (b) in the case of Ocwen, Ocwen Loan Servicing, LLC, 1661 Worthington
      Road, Centrepark West, Suite 100, West Palm Beach, Florida 33409, Attention:
      Secretary (telecopy number: (561) 682-8177), or such other address or telecopy
      number as may hereafter be furnished to the Trustee, the Master Servicer, the
      Securities Administrator and the Depositor in writing by Ocwen, (c) in the
      case
      of the Master Servicer and the Securities Administrator, P.O. Box 98, Columbia,
      Maryland 21046 and for overnight delivery to 9062 Old Annapolis Road, Columbia,
      Maryland 21045, Attention: Ace Securities Corp., 2006-SD3 (telecopy number:
      (410) 715-2380), or such other address or telecopy number as may hereafter
      be
      furnished to the Trustee, the Depositor and the Servicers in writing by the
      Master Servicer or the Securities Administrator and (d) in the case of the
      Trustee, at the Corporate Trust Office or such other address or telecopy number
      as the Trustee may hereafter be furnish to the Servicers, the Master Servicer,
      the Securities Administrator and the Depositor in writing by the Trustee. Any
      notice required or permitted to be given to a Certificateholder shall be given
      by first class mail, postage prepaid, at the address of such Holder as shown
      in
      the Certificate Register. Any notice so mailed within the time prescribed in
      this Agreement shall be conclusively presumed to have been duly given when
      mailed, whether or not the Certificateholder receives such notice. A copy of
      any
      notice required to be telecopied hereunder also shall be mailed to the
      appropriate party in the manner set forth above.

     

    
      
        
        

      

      
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    SECTION
      12.06  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    SECTION
      12.07  Notice
      to Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which a Responsible Officer
      has actual knowledge:

     

    
      	1.  	
              Any
                material change or amendment to this
                Agreement;

            


    

     

    
      	2.  	
              The
                occurrence of any Servicer Event of Default or Master Servicer Event
                of
                Default that has not been cured or
                waived;

            


    

     

    
      	3.  	
              The
                resignation or termination of a Servicer, the Master Servicer or
                the
                Trustee;

            


    

     

    
      	4.  	
              The
                repurchase or substitution of Mortgage Loans pursuant to or as
                contemplated by Section 2.03;

            


    

     

    
      	5.  	
              The
                final payment to the Holders of any Class of
                Certificates;

            


    

     

    
      	6.  	
              Any
                change in the location of the Distribution Account;
                and

            


    

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency copies of each report to Certificateholders described in
      Section 5.02 of this Agreement.

     

    
      
        
        

      

      
        184

        
          

        

      

      
        
        

      

    

     

    Ocwen
      shall make available to each Rating Agency copies of the following:

     

    
      	1.  	
              Each
                annual statement of compliance described in Section 3.17 of this
                Agreement;

            


    

     

    
      	2.  	
              Each
                assessment of compliance and attestation report described in
                Section 3.18 of this Agreement;
                and

            


    

     

    
      	3.  	
              Any
                change in the location of the Collection
                Account.

            


    

     

    Any
      such
      notice pursuant to this Section 12.07 shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service to Standard &
Poor’s Ratings Service, a division of the McGraw-Hill Companies, Inc., 55 Water
      Street, New York, New York 10041; and to Fitch Ratings, 1 State Street Plaza,
      New York, New York 10004 or such other addresses as the Rating Agencies may
      designate in writing to the parties hereto.

     

    SECTION
      12.08  Article
      and Section References.

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      12.09  Grant
      of Security Interest.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders, be, and be construed as, a sale of the Mortgage Loans
      by
      the Depositor and not a pledge of the Mortgage Loans to secure a debt or other
      obligation of the Depositor. However, in the event that, notwithstanding the
      aforementioned intent of the parties, the Mortgage Loans are held to be property
      of the Depositor, then, (a) it is the express intent of the parties that such
      conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
      Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
      to secure a debt or other obligation of the Depositor and (b)(1) this Agreement
      shall also be deemed to be a security agreement within the meaning of Articles
      8
      and 9 of the Uniform Commercial Code as in effect from time to time in the
      State
      of New York; (2) the conveyance provided for in Section 2.01 shall be
      deemed to be a grant by the Depositor to the Trustee, on behalf of the Trust
      and
      for the benefit of the Certificateholders, of a security interest in all of
      the
      Depositor’s right, title and interest in and to the Mortgage Loans and all
      amounts payable to the holders of the Mortgage Loans in accordance with the
      terms thereof and all proceeds of the conversion, voluntary or involuntary,
      of
      the foregoing into cash, instruments, securities or other property, including
      without limitation all amounts, other than investment earnings, from time to
      time held or invested in the Collection Account and the Distribution Account,
      whether in the form of cash, instruments, securities or other property; (3)
      the
      obligations secured by such security agreement shall be deemed to be all of
      the
      Depositor’s obligations under this Agreement, including the obligation to
      provide to the Certificateholders the benefits of this Agreement relating to
      the
      Mortgage Loans and the Trust Fund; and (4) notifications to persons holding
      such
      property, and acknowledgments, receipts or confirmations from persons holding
      such property, shall be deemed notifications to, or acknowledgments, receipts
      or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Trustee for the purpose of perfecting such security interest under
      applicable law. Accordingly, the Depositor hereby grants to the Trustee, on
      behalf of the Trust and for the benefit of the Certificateholders, a security
      interest in the Mortgage Loans and all other property described in clause (2)
      of
      the preceding sentence, for the purpose of securing to the Trustee the
      performance by the Depositor of the obligations described in clause (3) of
      the
      preceding sentence. Notwithstanding the foregoing, the parties hereto intend
      the
      conveyance pursuant to Section 2.01 to be a true, absolute and
      unconditional sale of the Mortgage Loans and assets constituting the Trust
      Fund
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders.

     

    
      
        
        

      

      
        185

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.10  Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11  Servicing
      Agreements.

     

    With
      respect to any Servicing Agreement, in the event of any conflict between the
      provisions of this Agreement and the provisions of such Servicing Agreement,
      the
      provisions of the such Servicing Agreement shall control.

     

    SECTION
      12.12  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.19, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB promulgated by the Commission
      under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
      amended from time to time and subject to clarification and interpretive advice
      as may be issued by the staff of the Commission from time to time. Therefore,
      each of the parties agrees that (a) the obligations of the parties hereunder
      shall be interpreted in such a manner as to accomplish that purpose, (b) the
      parties’ obligations hereunder will be supplemented and modified as necessary to
      be consistent with any such amendments, interpretive advice or guidance,
      convention or consensus among active participants in the asset-backed securities
      markets, advice of counsel, or otherwise in respect of the requirements of
      Regulation AB and (c) the parties shall comply with reasonable requests made
      by
      the Master Servicer, the Securities Administrator, the Sponsor or the Depositor
      for delivery of additional or different information as the Master Servicer,
      the
      Securities Administrator, the Sponsor or the Depositor may determine in good
      faith is necessary to comply with the provisions of Regulation AB.

     

    
      
        
        

      

      
        186

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Depositor, Ocwen, the Master Servicer, the Securities
      Administrator and the Trustee have caused their names to be signed hereto by
      their respective officers thereunto duly authorized, in each case as of the
      day
      and year first above written.

     

    
      	 	 	 
	 	ACE
              SECURITIES
              CORP.,
as Depositor
	 
 	 
 	 
 
	 	By:  	/s/ Evelyn
              Echevarria 
	 	
              
Name:
              Evelyn Echevarria
	 	Title:
              Vice President 


    

     

      	 	 	 
	 	By:  	/s/ Doris
              J.
              Hearn
	 	
              
Name:
              Doris J. Hearn
	 	Title:
              Vice President 


    

     

    
      	 	 	 
	 	OCWEN
              LOAN
              SERVICING, LLC,
as Servicer
	 
 	 
 	 
 
	 	By:  	/s/ Richard
              Delgado
	 	
              
Name:
              Richard Delgado
	 	Title: Authorized
              Representative


    

     

    
      	 	 	 
	 	HSBC
              BANK USA,
              NATIONAL ASSOCIATION
not in its individual capacity but solely as
              Trustee
	 
 	 
 	 
 
	 	By:  	/s/ Fernando
              Acebedo
	 	
              
Name:
              Fernando Acebedo
	 	Title: Vice
              President


    

     

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as Master Servicer and Securities
                Administrator

            
	 
 	 
 	 
 
	 	By:  	/s/ Stacey
              M.
              Taylor 
	 	
              
Name:
              Stacey M. Taylor 
	 	Title: Vice
              President


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	Acknowledged
              and
              Agreed for purposes of Sections 7.08, 7.09 and 7.10:
	 	 	 
	 	RISK
              MANAGEMENT
              GROUP, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Charles
              Cacici
	 	
              

              Name: Charles Cacici 
	 	Title: President
              / Managing Member 


    

    
       

        	 	 	 
	 	By:  	/s/ John
                Cafiero
	 	
                
Name:
                John Cafiero
	 	Title:
                Managing Member


      

       

    

    
      	 	Acknowledged and Agreed
              for
              purposes of Section 9.05:
	 	 	 
	 	DB
              STRUCTURED
              PRODUCTS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Ernie
              Calabrese
	 	
              
Name:
              Ernie Calabrese
	 	Title:
              Director


    

     

      	 	 	 
	 	By:  	/s/ Susan
              Valenti
	 	
              
Name:
              Susan Valenti
	 	Title:
              Director


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	Acknowledged
                and
                Agreed for purposes of Section 5.01(b):
	 	 	 
	 	
                DEUTSCHE
                  BANK
                  SECURITIES INC.

                as Class CE-2 Certificateholder

              
	 
 	 
 	 
 
	 	By:  	/s/ Susan Valenti
	 	
                
Name:
                Susan Valenti
	 	Title:
                Director


      

      
         

          	 	 	 
	 	By:  	/s/ Rika Yano
	 	
                  
Name:
                  Rika Yano
	 	Title:
                  Vice President


        

         

      

      
        	 	Acknowledged
                and
                Agreed for purposes of Section 7.10:
	 	 	 
	 	
                DEUTSCHE
                  BANK
                  SECURITIES INC.

                as Class CE-1 Certificateholder

              
	 
 	 
 	 
 
	 	By:  	/s/ Ernie Calabrese
	 	
                
Name:
                Ernie Calabrese
	 	Title:
                Director


      

    

      

    
      	 	 	 
	 	By:  	/s/ Rika Yano
	 	
              
Name:
              Rika Yano
	 	Title:
              Vice President


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STATE
      OF )

    North
      Carolina )ss.:

    COUNTY
      OF )

    Mecklenburg

    


    On
      the
      27th
      day of
November
      2006,
      before me, a notary public in and for said State, personally appeared Evelyn
      Echevarria known to me to be an officer of ACE Securities Corp., a corporation
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
         

          	 	 	 
	 	 	
                  /s/
                    Patricia C. Harris 

                
	 	
                  
Notary
                  Public
	 	 
	 	 
	[Notarial Seal]	My commission expires


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    STATE
      OF )

    North
      Carolina )ss.:

    COUNTY
      OF )

    Mecklenburg

    


    


    On
      the
      27th
      day of
      November 2006, before me, a notary public in and for said State, personally
      appeared Doris J. Hearn known to me to be an officer of ACE Securities Corp.,
      a
      corporation that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
         

          	 	 	 
	 	 	
                  /s/
                    Patricia C. Harris 

                
	 	
                  
Notary
                  Public
	 	 
	 	 
	[Notarial Seal]	My commission expires


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    STATE
      OF )

    )
      ss.:

    COUNTY
      OF )

    


    


    On
      the __
      day of November 2006, before me, a notary public in and for said State,
      personally appeared ___________________________ known to me to be a
      ____________________ of Ocwen Loan Servicing, LLC, a Delaware limited liability
      company that executed the within instrument, and also known to me to be the
      person who executed it on behalf of said entity, and acknowledged to me that
      such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        
          	 	 	 
	 	 	
                  /s/
                    Patricia C. Harris 

                
	 	
                  
Notary
                  Public
	 	 
	 	 
	[Notarial Seal]	My commission expires


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    STATE
      OF )

    )ss.:

    COUNTY
      OF )

    


    


    On
      the
      ___ day of November 2006, before me, a notary public in and for said State,
      personally appeared _____________________ known to me to be a
      _____________________ of Wells Fargo Bank, National Association, a national
      banking association that executed the within instrument, and also known to
      me to
      be the person who executed it on behalf of said national banking association,
      and acknowledged to me that such national banking association executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
         

          	 	 	 
	 	 	
                   

                
	 	
                  
Notary
                  Public
	 	 
	 	 
	[Notarial Seal]	My commission expires


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    


    STATE
      OF )

    )ss.:

    COUNTY
      OF )

    


    


    On
      the 30
      day of November 2006, before me, a notary public in and for said State,
      personally appeared Fernando Acebedo known to me to be a Vice President of
      HSBC
      Bank USA, National Association, a national banking association that executed
      the
      within instrument, and also known to me to be the person who executed it on
      behalf of said national banking association, and acknowledged to me that such
      national banking association executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
         

          	 	 	 
	 	 	
                  /s/ Doris
                    Wong 

                
	 	
                  
Notary
                  Public
	 	 
	 	 
	[Notarial Seal]	My commission expires


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2006-SD3, Class A

            	 	
              Aggregate
                Certificate Principal Balance of the Class A Certificates as of the
                Issue
                Date: $________

            
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $_____________________

            
	
              Date
                of Pooling and Servicing Agreement: 

              October
                31, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, National Association

            
	
              First
                Distribution Date: December 26, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	
              Cut-off
                Date: October 31, 2006

            	 	
              Issue
                Date: November 30, 2006

            
	
              No.__

            	 	
              CUSIP:________________

            


    

    


    DISTRIBUTIONS
      IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
      MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
      AS
      THE DENOMINATION OF THIS CERTIFICATE.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SD3

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A Certificates as of the Issue Date)
      in that certain beneficial ownership interest evidenced by all the Class A
      Certificates in REMIC II created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among ACE Securities Corp. as
      depositor (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), Wells Fargo Bank, National Association as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”) and HSBC Bank
      USA, National Association as trustee (the “Trustee”), a summary of certain of
      the pertinent provisions of which is set forth hereafter. Certain of the
      Mortgage Loans are being serviced by IndyMac Bank, F.S.B. (“IndyMac”),
      Washington Mutual Bank (“Washington Mutual”) and Select Portfolio Servicing,
      Inc. (“SPS,” together with Ocwen, IndyMac and Washington Mutual, each a
“Servicer” and together the “Servicers”) pursuant to separate servicing
      agreements. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (the “Record Date”), in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class A Certificates
      on such Distribution Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class A Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class A Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall be a rate per annum equal
      to
      the lesser of (i) One-Month LIBOR plus [___]%, in the case of each Distribution
      Date through and including the Distribution Date on which the aggregate
      principal balance of the Mortgage Loans (and properties acquired in respect
      thereof) remaining in the Trust Fund is reduced to less than or equal to 10%
      of
      the aggregate principal balance of the Mortgage Loans as of the Cut-off Date,
      or
      One-Month LIBOR plus [___]%, in the case of any Distribution Date thereafter
      and
      (ii) the Net WAC Pass-Through Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      an
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans and payments received pursuant
      to
      the Cap Contract, as more specifically set forth herein and in the Agreement.
      As
      provided in the Agreement, withdrawals from the Custodial Accounts, the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans. 

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Ocwen and the rights
      of the Certificateholders under the Agreement at any time by the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and Ocwen with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or a Servicer may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The
      exercise of such right will effect early retirement of the Certificates;
      provided, however, such right to purchase is subject to the aggregate Scheduled
      Principal Balance of the Mortgage Loans (and properties acquired in respect
      thereof) at the time of purchase being less than or equal to 10% of the
      aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              Authorized
                Officer

            
	 	 


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A Certificates referred to in the within-mentioned
      Agreement.

     

    
      
        	 	 	 
	 	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

                as
                  Securities Administrator

              
	 
 	 
 	 
 
	
              	By:  	 
	 	
                Authorized
                  Signatory

              
	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____%
      evidenced by the within Asset Backed Pass-Through Certificate and hereby
      authorize(s) the registration of transfer of such interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address: 

    
      	 	 	
              .

            


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS M-[1][2][3][4][5] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS M-1
      CERTIFICATES] [[,/AND] CLASS M-2 CERTIFICATES] [[,/AND] CLASS M-3 CERTIFICATES]
      [[AND] CLASS M-4 CERTIFICATES] TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED
      TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH SECTION
      6.02(c) OF THE AGREEMENT REFERRED TO HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2006-SD3, Class M-[1][2][3][4][5]

            	 	
              Aggregate
                Certificate Principal Balance of the Class M-[1][2][3][4][5] Certificates
                as of the Issue Date: $______________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement: October 31, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, National Association

            
	 	 	 
	
              First
                Distribution Date: December 26, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              Cut-off
                Date: October 31, 2006

            	 	
              Issue
                Date: November 30, 2006

            
	 	 	 
	
              No.___

            	 	
              CUSIP:_________________

            


    

    


    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SD3

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that Cede & Co. is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class M-[1][2][3][4][5] Certificates as
      of
      the Issue Date) in that certain beneficial ownership interest evidenced by
      all
      the Class M-[1][2][3][4][5] Certificates in REMIC II created pursuant to a
      Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
      among ACE Securities Corp. as depositor (hereinafter called the “Depositor,”
which term includes any successor entity under the Agreement), Wells Fargo
      Bank,
      National Association as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
      servicer (“Ocwen”) and HSBC Bank USA, National Association as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
      forth hereafter. Certain of the Mortgage Loans are being serviced by IndyMac
      Bank, F.S.B. (“IndyMac”), Washington Mutual Bank (“Washington Mutual”) and
      Select Portfolio Servicing, Inc. (“SPS,” together with Ocwen, IndyMac and
      Washington Mutual, each a “Servicer” and together the “Servicers”) pursuant to
      separate servicing agreements. To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement. This Certificate
      is issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (the “Record Date”), in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class
      M-[1][2][3][4][5] Certificates on such Distribution Date pursuant to the
      Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class M-[1][2][3][4][5]
      Certificates the aggregate initial Certificate Principal Balance of which is
      in
      excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate
      initial Certificate Principal Balance of the Class M-[1][2][3][4][5]
      Certificates, or otherwise by check mailed by first class mail to the address
      of
      the Person entitled thereto, as such name and address shall appear on the
      Certificate Register. Notwithstanding the above, the final distribution on
      this
      Certificate will be made after due notice by the Securities Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Securities Administrator
      for that purpose as provided in the Agreement.

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall be a rate per annum equal
      to
      the lesser of (i) One-Month LIBOR plus [___]%, in the case of each
      Distribution Date through and including the Distribution Date on which the
      aggregate principal balance of the Mortgage Loans (and properties acquired
      in
      respect thereof) remaining in the Trust Fund is reduced to less than or equal
      to
      10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
      Date, or One-Month LIBOR plus [___]%, in the case of any Distribution Date
      thereafter and (ii) the Net WAC Pass-Through Rate for such Distribution
      Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      an
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans and payments received pursuant
      to
      the Cap Contract, as more specifically set forth herein and in the Agreement.
      As
      provided in the Agreement, withdrawals from the Custodial Accounts, the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Ocwen and the rights
      of the Certificateholders under the Agreement at any time by the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and Ocwen with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      transfer of this Certificate may be made except in accordance with Section
      6.02(c) of the Agreement.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or a Servicer may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; provided,
      however, such right to purchase is subject to the aggregate Scheduled Principal
      Balance of the Mortgage Loans (and properties acquired in respect thereof)
      at
      the time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator by manual signature, this Certificate shall not be entitled to
      any
      benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


     

    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-[1][2][3][4][5] Certificates referred to in the
      within-mentioned Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

     (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address: 

    
      	 	 	
              .

            


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS CE-1 CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN
      COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE
      UNITED STATES WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER
      THE 1933 ACT (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO
(A)
      “QUALIFIED INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH
      RULE 144A UNDER THE 1933 ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS
      THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3)
      OR (7) OF “REGULATION D” UNDER THE 1933 ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT AND
      COMPLIES WITH SECTION 6.02 (e) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              Series
                2006-SD3, Class CE-1

            	 	
              Aggregate
                Notional Amount of the Class CE-1 Certificates as of the Issue Date:
                $_____________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $_________________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement: October 31, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, National Association

            
	 	 	 
	
              First
                Distribution Date: December 26, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              Cut-off
                Date: October 31, 2006

            	 	
              Issue
                Date: November 30, 2006

            
	 	 
	
              No.
                __

            	 
	 	 


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SD3

     

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that [_______________] is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Notional Amount of the Class CE-1 Certificates as of the Issue Date)
      in that certain beneficial ownership interest evidenced by all the Class CE-1
      Certificates in REMIC II created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among ACE Securities Corp. as
      depositor (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), Wells Fargo Bank, National Association as master
      servicer (the “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”) and HSBC Bank
      USA, National Association as trustee (the “Trustee”), a summary of certain of
      the pertinent provisions of which is set forth hereafter. Certain of the
      Mortgage Loans are being serviced by IndyMac Bank, F.S.B. (“IndyMac”),
      Washington Mutual Bank (“Washington Mutual”) and Select Portfolio Servicing,
      Inc. (“SPS,” together with Ocwen, IndyMac and Washington Mutual, each a
“Servicer” and together the “Servicers”) pursuant to separate servicing
      agreements. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the applicable
      Pass-Through Rate as set forth in the Agreement. Pursuant to the terms of the
      Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class CE-1 Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class CE-1 Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class CE-1 Certificates, or otherwise by check mailed
      by first class mail to the address of the Person entitled thereto, as such
      name
      and address shall appear on the Certificate Register. Notwithstanding the above,
      the final distribution on this Certificate will be made after due notice by
      the
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      an
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Notional Amount of the
      Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Accounts, the Collection Account and the Distribution Account may
      be
      made from time to time for purposes other than distributions to
      Certificateholders, such purposes including reimbursement of advances made,
      or
      certain expenses incurred, with respect to the Mortgage Loans.

     

    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Ocwen and the rights
      of the Certificateholders under the Agreement at any time by the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and Ocwen with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the 1933 Act, and an effective
      registration or qualification under applicable state securities laws, or is
      made
      in a transaction that does not require such registration or qualification.
      In
      the event that such a transfer of this Certificate is to be made without
      registration or qualification, the Securities Administrator shall require
      receipt of (i) if such transfer is purportedly being made in reliance upon
      Rule
      144A under the 1933 Act, written certifications from the Holder of the
      Certificate desiring to effect the transfer, and from such Holder’s prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      B-1,
      (ii) if such transfer is purportedly being made in reliance upon Regulation
      S
      under the Act, written certification from the Holder of the Certificate desiring
      to effect the transfer and from such Holder’s prospective transferee,
      substantially in the form attached to the Agreement as Exhibit B-2, (iii) if
      such transfer is purportedly being made in reliance upon Rule 501(a) under
      the
      1933 Act, written certifications from the Holder of the Certificate desiring
      to
      effect the transfer and from such Holder’s prospective transferee, substantially
      in the form attached to the Agreement as Exhibit B-3 and (iv) in all other
      cases, an Opinion of Counsel satisfactory to it that such transfer may be made
      without such registration or qualification (which Opinion of Counsel shall
      not
      be an expense of the Trust Fund or of the Depositor, the Trustee, the Master
      Servicer or the Securities Administrator in their respective capacities as
      such), together with copies of the written certification(s) of the Holder of
      the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator 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.

     

    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(c) and Section 6.02(e) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or a Servicer may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; provided,
      however, such right to purchase is subject to the aggregate Scheduled Principal
      Balance of the Mortgage Loans (and properties acquired in respect hereof) at
      the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class CE-1 Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) 

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address: 

    
      	 	 	
              .

            


    

    


     

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS CE-2 CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE 1933 ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES
      WITHIN THE MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT
      (“REGULATION S”), OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED
      INSTITUTIONAL BUYERS” WITHIN THE MEANING OF AND IN COMPLIANCE WITH RULE 144A
      UNDER THE 1933 ACT (“RULE 144A”) OR (B) TO INSTITUTIONAL INVESTORS THAT ARE
“ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF
“REGULATION D” UNDER THE 1933 ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT REFERRED
      TO HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2006-SD3, Class CE-2

            	 	
              Aggregate
                Percentage Interest of the Class CE-2 Certificates as of the Issue
                Date:
                100.00%

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Master
                Servicer: Wells Fargo Bank, National Association

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement: October 31, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              First
                Distribution Date: December 26, 2006

            	 	
              Issue
                Date: November 30, 2006

            
	 	 	 
	
              Cut-off
                Date: October 31, 2006

            	 	 
	 	 
	
              No.
                __

            	 
	 	 


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SD3

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that ________________ is the registered owner of a Percentage Interest
      set forth above in that certain beneficial ownership interest evidenced by
      all
      the Class CE-2 Certificates in REMIC II created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp. as depositor (hereinafter called the “Depositor,” which term
      includes any successor entity under the Agreement), Wells Fargo Bank, National
      Association as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Ocwen Loan Servicing, LLC as a
      servicer (“Ocwen”) and HSBC Bank USA, National Association as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
      forth hereafter. Certain of the Mortgage Loans are being serviced by IndyMac
      Bank, F.S.B. (“IndyMac”), Washington Mutual Bank (“Washington Mutual”) and
      Select Portfolio Servicing, Inc. (“SPS,” together with Ocwen, IndyMac and
      Washington Mutual, each a “Servicer” and together the “Servicers”) pursuant to
      separate servicing agreements. To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement. This Certificate
      is issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      hereinafter defined) at a per annum rate equal to the applicable Pass-Through
      Rate as set forth in the Agreement. Pursuant to the terms of the Agreement,
      distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class CE-2 Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class CE-2 Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      an
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Accounts, the Collection Account and the Distribution Account may
      be
      made from time to time for purposes other than distributions to
      Certificateholders, such purposes including reimbursement of advances made,
      or
      certain expenses incurred, with respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Ocwen and the rights
      of the Certificateholders under the Agreement at any time by the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and Ocwen with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the 1933 Act, and an effective
      registration or qualification under applicable state securities laws, or is
      made
      in a transaction that does not require such registration or qualification.
      In
      the event that such a transfer of this Certificate is to be made without
      registration or qualification, the Securities Administrator shall require
      receipt of (i) if such transfer is purportedly being made in reliance upon
      Rule
      144A under the 1933 Act, written certifications from the Holder of the
      Certificate desiring to effect the transfer, and from such Holder’s prospective
      transferee, substantially in the forms attached to the Agreement as Exhibit
      B-1,
      (ii) if such transfer is purportedly being made in reliance upon Regulation
      S
      under the Act, written certification from the Holder of the Certificate desiring
      to effect the transfer and from such Holder’s prospective transferee,
      substantially in the form attached to the Agreement as Exhibit B-2, (iii) if
      such transfer is purportedly being made in reliance upon Rule 501(a) under
      the
      1933 Act, written certifications from the Holder of the Certificate desiring
      to
      effect the transfer and from such Holder’s prospective transferee, substantially
      in the form attached to the Agreement as Exhibit B-3 and (iv) in all other
      cases, an Opinion of Counsel satisfactory to it that such transfer may be made
      without such registration or qualification (which Opinion of Counsel shall
      not
      be an expense of the Trust Fund or of the Depositor, the Trustee, the Master
      Servicer or the Securities Administrator in their respective capacities as
      such), together with copies of the written certification(s) of the Holder of
      the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator 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.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or a Servicer may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; provided,
      however, such right to purchase is subject to the aggregate Scheduled Principal
      Balance of the Mortgage Loans (and properties acquired in respect hereof) at
      the
      time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class CE-2 Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) 

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address: 

    
      	 	 	
              .

            


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
      CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
      THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
      HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
      REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE
      ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN THE
      MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
      OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
      THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
      (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
      MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
      ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT REFERRED
      TO HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Series
                2006-SD3, Class P

            	 	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement: October 31, 2006

            	 	
              Denomination:
                $100.00

            
	 	 	 
	
              First
                Distribution Date: December 26, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, National Association

            
	 	 	 
	
              Cut-off
                Date: October 31, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.
                __

            	 	
              Issue
                Date: November 30, 2006

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SD3

     

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, first and second lien,
      fixed and adjustable-rate mortgage loans (the “Mortgage Loans”) formed and sold
      by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that____________________ is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class P Certificates as of the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      of
      the Class P Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among ACE Securities
      Corp. as depositor (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), Wells Fargo Bank, National Association
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”)
      and HSBC Bank USA, National Association as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. Certain
      of
      the Mortgage Loans are being serviced by IndyMac Bank, F.S.B. (“IndyMac”),
      Washington Mutual Bank (“Washington Mutual”) and Select Portfolio Servicing,
      Inc. (“SPS,” together with Ocwen, IndyMac and Washington Mutual, each a
“Servicer” and together the “Servicers”) pursuant to separate servicing
      agreements. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-5-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class P Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class P Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class P Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      an
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing a Percentage Interest in the
      Class of Certificates specified on the face hereof equal to the denomination
      specified on the face hereof divided by the aggregate Certificate Principal
      Balance of the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Accounts, the Collection Account and the Distribution Account may
      be
      made from time to time for purposes other than distributions to
      Certificateholders, such purposes including reimbursement of advances made,
      or
      certain expenses incurred, with respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Ocwen and the rights
      of the Certificateholders under the Agreement at any time by the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and Ocwen with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    
      
        
        

      

      
        A-5-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
      purportedly being made in reliance upon Regulation S under the Act, written
      certification from the Holder of the Certificate desiring to effect the transfer
      and from such Holder’s prospective transferee, substantially in the form
      attached to the Agreement as Exhibit B-2, (iii) if such transfer is purportedly
      being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3 and (iv) in all other cases,
      an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
      or the Securities Administrator in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator 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.

     

    
      
        
        

      

      
        A-5-4

        
          

        

      

      
        
        

      

    

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or a Servicer may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; provided,
      however, such right to purchase is subject to the aggregate Scheduled Principal
      Balance of the Mortgage Loans (and properties acquired in respect thereof)
      at
      the time of purchase being less than or equal to 10% of the aggregate principal
      balance of the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    
      
        
        

      

      
        A-5-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class P Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ______________________________________________

    
      	 	 	
              .

            


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE REPRESENTS THE SOLE “RESIDUAL INTEREST” IN EACH “REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY
      NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO THE 1933 ACT
      AND SUCH LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM
      REGISTRATION UNDER THE 1933 ACT AND UNDER APPLICABLE STATE LAW AND IS
      TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE
      AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS
      AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
      POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
      OF
      ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
      IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
      1 OF
      THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
      511
      OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE
      (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
      A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
      ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(d) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CERTIFICATE.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2006-SD3, Class R

            	 	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100.00%

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement: October 31, 2006

            	 	
              Master
                Servicer: Wells Fargo Bank, National Association

            
	 	 	 
	
              First
                Distribution Date: December 26, 2006

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              Cut-off
                Date: October 31, 2006

            	 	
              Issue
                Date: November 30, 2006

            
	 	 	 
	
              No
                __

            	 	 


    

    


    


     

    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2006-SD3

     

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
      primarily of a pool of conventional one- to four-family, fixed and
      adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
      formed and sold by

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICERS, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    


    This
      certifies that _______________ is the registered owner of a Percentage Interest
      set forth above in that certain beneficial ownership interest evidenced by
      all
      the Class R Certificates in REMIC II created pursuant to a Pooling and Servicing
      Agreement, dated as specified above (the “Agreement”), among ACE Securities
      Corp. as depositor (hereinafter called the “Depositor,” which term includes any
      successor entity under the Agreement), Wells Fargo Bank, National Association
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”)
      and HSBC Bank USA, National Association as trustee (the “Trustee”), a summary of
      certain of the pertinent provisions of which is set forth hereafter. Certain
      of
      the Mortgage Loans are being serviced by IndyMac Bank, F.S.B. (“IndyMac”),
      Washington Mutual Bank (“Washington Mutual”) and Select Portfolio Servicing,
      Inc. (“SPS,” together with Ocwen, IndyMac and Washington Mutual, each a
“Servicer” and together the “Servicers”) pursuant to separate servicing
      agreements. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-6-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class R Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five Business Days prior to the Record Date immediately prior to such
      Distribution Date and is the registered owner of Class R Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificate of the Series specified on the face hereof
      (herein called the “Certificates”) and representing the Percentage Interest in
      the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Custodial Accounts, the Collection Account and the Distribution Account may
      be
      made from time to time for purposes other than distributions to
      Certificateholders, such purposes including reimbursement of advances made,
      or
      certain expenses incurred, with respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, Ocwen and the rights
      of the Certificateholders under the Agreement at any time by the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator and Ocwen with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights. Any such consent by the Holder of this Certificate shall be conclusive
      and binding on such Holder and upon all future Holders of this Certificate
      and
      of any Certificate issued upon the transfer hereof or in exchange herefor or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

    
      
        
        

      

      
        A-6-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, Certificates are exchangeable for new Certificates of the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, or (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3 and (iii) a transfer affidavit
      and
      agreement substantially in the form of Exhibit B-4 to the Agreement and (iv)
      in
      all other cases, an Opinion of Counsel satisfactory to it that such transfer
      may
      be made without such registration or qualification (which Opinion of Counsel
      shall not be an expense of the Trust Fund or of the Depositor, the Trustee,
      the
      Master Servicer or the Securities Administrator in their respective capacities
      as such), together with copies of the written certification(s) of the Holder
      of
      the Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator 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.

     

    
      
        
        

      

      
        A-6-4

        
          

        

      

      
        
        

      

    

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02 of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (i) an
      affidavit to the effect that such transferee is any Person other than a
      Disqualified Organization or the agent (including a broker, nominee or
      middleman) of a Disqualified Organization, and (ii) a certificate that
      acknowledges that (A) the Class R Certificates have been designated as
      representing the beneficial ownership of the residual interests in each of
      REMIC
      I and REMIC II, (B) it will include in its income a pro
      rata
      share of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 6.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

    No
      service charge will be made for any such registration of transfer or exchange
      of
      Certificates, but the Securities Administrator may require payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or a Servicer may treat the Person in whose name this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicers nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; provided,
      however, such right to purchase is subject to the aggregate Scheduled Principal
      Balance of the Mortgage Loans (and properties acquired in respect thereof)
      at
      the time of purchase being less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        A-6-5

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

    Unless
      the certificate of authentication hereon has been executed by the Securities
      Administrator, by manual signature, this Certificate shall not be entitled
      to
      any benefit under the Agreement or be valid for any purpose.

     

    


    
      
        
        

      

      
        A-6-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Securities Administrator has caused this Certificate to
      be
      duly executed.

     

    Dated:

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    


    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class R Certificates referred to in the within-mentioned
      Agreement.

     

    
      	 	 	 	 	 	 	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

              as
                Securities Administrator

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 
	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    


    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                

            
	
              unto

            	 
	 	 
	 	 


    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) 

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address: 

    
      	 	 	
              .

            


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-1

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-SD3

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-SD3

              Asset
                Backed Pass-Through Certificates 

              [Class
                CE-1,] [Class CE-2,] [Class P] [and] [Class R]
                Certificates

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      ___________________ (the “Transferee”) of the captioned asset-backed
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (e) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement, dated as of October 31, 2006, among
      ACE
      Securities Corp. as Depositor, Ocwen Loan Servicing, LLC as a Servicer, Wells
      Fargo Bank, National Association as Master Servicer and Securities Administrator
      and HSBC Bank USA, National Association as Trustee (the “Pooling and Servicing
      Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
      were issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

            
	 	 	 	 	 	 	 	
              [Transferor]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-SD3

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-SD3 

              Asset
                Backed Pass-Through Certificates 

              [Class
                CE-1,] [Class CE-2,] [Class P] [and] [Class R]
                Certificates

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned asset-backed pass-through
      certificates (the “Certificates”), (the “Transferee”) hereby certifies as
      follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate 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 1933
      Act.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    3. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions 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”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator and the Servicers may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicers to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicers that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 3 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      October 31, 2006, among ACE Securities Corp. as Depositor, Wells Fargo Bank,
      National Association as Master Servicer and Securities Administrator, Ocwen
      Loan
      Servicing, LLC as a Servicer and HSBC Bank USA, National Association as Trustee,
      pursuant to which the Certificates were issued.

     

    
      	 	 	 	 	 	 	 	
              [TRANSFEREE]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

       

    

    ANNEX
      1
      TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, National Association, as Securities
      Administrator, with respect to the asset backed pass-through certificates (the
      “Certificates”) described in the Transferee Certificate to which this
      certification relates and to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee 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 Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

     

    
      	
              ___

            	
              Corporation,
                etc.
                The Transferee is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or any organization described in Section 501(c)(3)
                of
                the Internal Revenue Code of 1986.

            
	 	 
	
              ___

            	
              Bank.
                The Transferee (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 Transferee (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.

            


    

     

    ___________

    
      
        	1    	
                Transferee
                  must own and/or invest on a discretionary basis at least $100,000,000
                  in
                  securities unless Transferee is a dealer, and, in that case, Transferee
                  must own and/or invest on a discretionary basis at least $10,000,000
                  in
                  securities.

              


      

    

     

    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

    

     

    
      	
              ___

            	
              Broker-dealer.
                The Transferee is a dealer registered pursuant to Section 15 of the
                Securities Exchange Act of 1934.

            
	 	 
	
              ___

            	
              Insurance
                Company.
                The Transferee is an insurance company whose primary and predominant
                business activity is the writing of insurance or the reinsuring of
                risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State,
                territory or the District of Columbia.

            
	 	 
	
              ___

            	
              State
                or Local Plan.
                The Transferee 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 Transferee is an employee benefit plan within the meaning of
                Title I
                of the Employee Retirement Income Security Act of 1974, as
                amended.

            
	 	 
	
              ___

            	
              Investment
                Advisor
                The Transferee is an investment advisor registered under the Investment
                Advisers Act of 1940.

            


    

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Transferee, (ii) securities
      that are part of an unsold allotment to or subscription by the Transferee,
      if
      the Transferee 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 Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee’s direction. However, such securities were not included if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5. The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor 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 Transferee may be in reliance on Rule 144A.

     

    
      	 	
              ___

            	
              ___

            	 	
              Will
                the Transferee be purchasing the Certificates

            
	 	
              Yes

            	
              No

            	 	
              only
                for the Transferee’s own account?

            


    

     

    6. If
      the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee will only purchase for the account of a third party that
      at
      the time is a “qualified institutional buyer” within the meaning of Rule 144A.
      In addition, the Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee has obtained a current
      representation letter from such third party or taken other appropriate steps
      contemplated by Rule 144A to conclude that such third party independently meets
      the definition of “qualified institutional buyer” set forth in Rule
      144A.

     

    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

    

     

    7. The
      Transferee 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 Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    Dated:

    
      	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, National Association, as Securities
      Administrator, with respect to the asset backed pass-through certificates (the
      “Certificates”) described in the Transferee Certificate to which this
      certification relates and to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee’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 Transferee’s most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee’s Family of Investment Companies, the cost of such
      securities was used.

     

    
      	
              ___

               

            	
              The
                Transferee owned $________________________ in securities (other than
                the
                excluded securities referred to below) as of the end of the Transferee’s
                most recent fiscal year (such amount being calculated in accordance
                with
                Rule 144A).

            
	 	 
	
              ___

               

            	
              The
                Transferee 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 Transferee’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
      Transferee or are part of the Transferee’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.

     

    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    Dated:

    
      	 	 	 	 	 	 	 	
              Print
                Name of Transferee or Advisor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              IF
                AN ADVISER:

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            


    

    


    
      
        
        

      

      
        B-1-9

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

    


    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1. I
      am an
      executive officer of the Purchaser.

     

    2. The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3. As
      of the
      date specified below (which is not earlier than the last day of the Purchaser’s
      most recent fiscal year), the amount of “securities”, computed for purposes of
      Rule 144A, owned and invested on a discretionary basis by the Purchaser was
      in
      excess of $100,000,000.

     

    
      	
               

              Name
                of Purchaser 

            	 
	
               

              By:
                (Signature) 

            	 
	
               

              Name
                of Signatory 

            	 
	
               

              Title
                

            	 
	
               

              Date
                of this certificate 

            	 
	
               

              Date
                of information provided in paragraph 3 

            	 


    

    


    


    
      
        
        

      

      
        B-1-10

        
          

        

      

      
        
        

      

    

    

      
        EXHIBIT
          B-2

      

    

     

    FORM
      OF
      REGULATION S TRANSFER CERTIFICATE

     

    [Date]

     

    


     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-SD3

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-SD3 Asset Backed
                Pass-Through Certificates, [Class CE-1,] [Class CE-2] [and] [Class
                P]
                Certificates     

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of October 31, 2006, among ACE Securities Corp. as Depositor, Ocwen Loan
      Servicing, LLC as a servicer, Wells Fargo Bank, National Association as Master
      Servicer and Securities Administrator and HSBC Bank USA, National Association
      as
      Trustee. Capitalized terms used herein but not defined herein shall have the
      meanings assigned thereto in the Agreement.

     

    This
      letter relates to U.S. $[__________] Certificate Principal Balance of Class
      [CE-1][CE-2][P] Certificates (the “Certificates”) which are held in the name of
      [name of transferor] (the “Transferor”) to effect the transfer of the
      Certificates to a person who wishes to take delivery thereof in the form of
      an
      equivalent beneficial interest [name of transferee] (the
“Transferee”).

     

    In
      connection with such request, the Transferor hereby certifies that such transfer
      has been effected in accordance with the transfer restrictions set forth in
      the
      Agreement relating to the Certificates and that the following additional
      requirements (if applicable) were satisfied:

     

    (a) the
      offer
      of the Certificates was not made to a person in the United States;

     

    (b) at
      the
      time the buy order was originated, the Transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the Transferee was outside the United States;

     

    (c) no
      directed selling efforts were made in contravention of the requirements of
      Rule
      903(b) or 904(b) of Regulation S, as applicable;

     

    (d) the
      transfer or exchange is not part of a plan or scheme to evade the registration
      requirements of the Securities Act;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e) the
      Transferee is not a U.S. Person, as defined in Regulation S under the Securities
      Act;

     

    (f) the
      transfer was made in accordance with the applicable provisions of Rule 903(b)(2)
      or (3) or Rule 904(b)(1), as the case may be; and

     

    (g) the
      Transferee understands that the Certificates have not been and will not be
      registered under the Securities Act, that any offers, sales or deliveries of
      the
      Certificates purchased by the Transferee in the United States or to U.S. persons
      prior to the date that is forty (40) days after the later of (i) the
      commencement of the offering of the Certificates and (ii) the Closing Date,
      may
      constitute a violation of United States law, and that (x) distributions of
      principal and interest and (y) the exchange of beneficial interests in a
      Temporary Regulation S Global Certificate for beneficial interests in the
      related Permanent Regulation S Global Certificate, in each case, will be made
      in
      respect of such Certificates only following the delivery by the Holder of a
      certification of non-U.S. beneficial ownership, at the times and in the manner
      set forth in the Agreement.

     

    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    


    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered
      hereby.

     

    
      	 	 	 	 	 	 	 	
              [Name
                of Transferor]

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Name:

            
	 	 	 	 	 	 	 	 	
              Title:

            


    

     

    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      B-3

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ____________,
      20__

    


    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-SD3

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-SD3 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE-1,] [Class CE-2,] [Class P] [and] [Class R]
                Certificates

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned asset-backed
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act’), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Seller will not act, in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Seller has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of that certain Pooling and Servicing
      Agreement, dated as of October 31, 2006, among ACE Securities Corp. as
      Depositor, Ocwen Loan Servicing, LLC as a servicer, Wells Fargo Bank, National
      Association as Master Servicer and Securities Administrator and HSBC Bank USA,
      National Association as Trustee (the “Pooling and Servicing Agreement”),
      pursuant to which Pooling and Servicing Agreement the Certificates were
      issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

            
	 	 	 	 	 	 	 	
              (Transferor)

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    


    _______________,
      20__

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2006-SD3

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2006-SD3 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE-1,] [Class CE-2,] [Class P] [and] [Class R]
                Certificates

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned asset-backed
      pass-through certificates (the “Certificates”), the Transferee hereby certifies
      as follows:

     

    1. The
      Transferee understands that (a) the Certificates have not been and will not
      be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) ACE Securities Corp. (the “Depositor”) is not
      required to so register or qualify the Certificates, (c) the Certificates may
      be
      resold only if registered and qualified pursuant to the provisions of the Act
      or
      any state securities law, or if an exemption from such registration and
      qualification is available, (d) the Pooling and Servicing Agreement, dated
      as of
      October 31, 2006, among the Depositor, Wells Fargo Bank, National Association
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Ocwen Loan Servicing LLC as a servicer (“Ocwen”)
      and HSBC Bank USA, National Association as trustee (the “Trustee”), contains
      restrictions regarding the transfer of the Certificates and (e) the Certificates
      will bear a legend to the foregoing effect.

     

    2. The
      Transferee is acquiring the Certificates for its own account for investment
      only
      and not with a view to or for sale in connection with any distribution thereof
      in any manner that would violate the Act or any applicable state securities
      laws.

     

    3. The
      Transferee is (a) a substantial, sophisticated institutional investor having
      such knowledge and experience in financial and business matters, and, in
      particular, in such matters related to securities similar to the Certificates,
      such that it is capable of evaluating the merits and risks of investment in
      the
      Certificates, (b) able to bear the economic risks of such an investment and
      (c)
      an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
      to the Act.

     

    4. The
      Transferee has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Pooling and Servicing Agreement and (b) such other information
      concerning the Certificates, the Mortgage Loans and the Depositor as has been
      requested by the Transferee from the Depositor or the Transferor and is relevant
      to the Transferee’s decision to purchase the Certificates. The Transferee has
      had any questions arising from such review answered by the Depositor or the
      Transferor to the satisfaction of the Transferee.

     

    
      
        
        

      

      
        B-3-3

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee has not and will not nor has it authorized or will it authorize
      any
      person to (a) offer, pledge, sell, dispose of or otherwise transfer any
      Certificate, any interest in any Certificate or any other similar security
      to
      any person in any manner, (b) solicit any offer to buy or to accept a pledge,
      disposition of other transfer of any Certificate, any interest in any
      Certificate or any other similar security from any person in any manner, (c)
      otherwise approach or negotiate with respect to any Certificate, any interest
      in
      any Certificate or any other similar security with any person in any manner,
      (d)
      make any general solicitation by means of general advertising or in any other
      manner or (e) take any other action, that (as to any of (a) through (e) above)
      would constitute a distribution of any Certificate under the Act, that would
      render the disposition of any Certificate a violation of Section 5 of the Act
      or
      any state securities law, or that would require registration or qualification
      pursuant thereto. The Transferee will not sell or otherwise transfer any of
      the
      Certificates, except in compliance with the provisions of the Pooling and
      Servicing Agreement.

     

    6. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions 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”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee and the Servicers may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
      the
      Depositor or the Servicers to any obligation or liability (including obligations
      or liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Pooling and Servicing Agreement.

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicers that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 6 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        B-3-4

        
          

        

      

      
        
        

      

    


     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

               

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        B-3-5

        
          

        

      

      
        
        

      

    

    
EXHIBIT
      B-4

     

    FORM
      OF
      TRANSFER AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    ___________________________
      being duly sworn, deposes, represents and warrants as follows:

     

    
      	 	
              1.

               

            	
              I
                am a _____________________ of _______________________________ (the
                “Owner”) a corporation duly organized and existing under the laws of
                _________________________, the record owner of ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2006-SD3 Asset Backed Pass-Through Certificates,
                Class R Certificates (the “Class R Certificates”), on behalf of whom I
                make this affidavit and agreement. Capitalized terms used but not
                defined
                herein have the respective meanings assigned thereto in the Pooling
                and
                Servicing Agreement pursuant to which the Class R Certificates were
                issued.

               

            
	 	
              2.

               

            	
              The
                Owner (i) is and will be a “Permitted Transferee” as of
                ____________________, ____ and (ii) is acquiring the Class R Certificates
                for its own account or for the account of another Owner from which
                it has
                received an affidavit in substantially the same form as this affidavit.
                A
                “Permitted Transferee” is any person other than a “disqualified
                organization” or a possession of the United States. For this purpose, a
                “disqualified organization” means the United States, any state or
                political subdivision thereof, any agency or instrumentality of any
                of the
                foregoing (other than an instrumentality all of the activities of
                which
                are subject to tax and, except for the Federal Home Loan Mortgage
                Corporation, a majority of whose board of directors is not selected
                by any
                such governmental entity) or any foreign government, international
                organization or any agency or instrumentality of such foreign government
                or organization, any real electric or telephone cooperative, or any
                organization (other than certain farmers’ cooperatives) that is generally
                exempt from federal income tax unless such organization is subject
                to the
                tax on unrelated business taxable income.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.

               

            	
              The
                Owner is aware (i) of the tax that would be imposed on transfers
                of the
                Class R Certificates to disqualified organizations under the Internal
                Revenue Code of 1986 that applies to all transfers of the Class R
                Certificates after April 31, 1988; (ii) that such tax would be on
                the
                transferor or, if such transfer is through an agent (which person
                includes
                a broker, nominee or middleman) for a non-Permitted Transferee, on
                the
                agent; (iii) that the person otherwise liable for the tax shall be
                relieved of liability for the tax if the transferee furnishes to
                such
                person an affidavit that the transferee is a Permitted Transferee
                and, at
                the time of transfer, such person does not have actual knowledge
                that the
                affidavit is false; and (iv) that each of the Class R Certificates
                may be
                a “noneconomic residual interest” within the meaning of proposed Treasury
                regulations promulgated under 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 is to impede the assessment or collection
                of
                tax.

               

            
	 	
              4.

               

            	
              The
                Owner is aware of the tax imposed on a “pass-through entity” holding the
                Class R Certificates if, at any time during the taxable year of the
                pass-through entity, a non-Permitted Transferee is the record holder
                of an
                interest in such entity. (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.)

               

            
	 	
              5.

               

            	
              The
                Owner is aware that the Securities Administrator will not register
                the
                transfer of any Class R Certificate unless the transferee, or the
                transferee’s agent, delivers to the Securities Administrator, among other
                things, an affidavit in substantially the same form as this affidavit.
                The
                Owner expressly agrees that it will not consummate any such transfer
                if it
                knows or believes that any of the representations contained in such
                affidavit and agreement are false.

               

            
	 	
              6.

               

            	
              The
                Owner consents to any additional restrictions or arrangements that
                shall
                be deemed necessary upon advice of counsel to constitute a reasonable
                arrangement to ensure that the Class R Certificates will only be
                owned,
                directly or indirectly, by an Owner that is a Permitted
                Transferee.

               

            
	 	
              7.

               

            	
              The
                Owner’s taxpayer identification number is ________________.

               

            
	 	
              8.

               

            	
              The
                Owner has reviewed the restrictions set forth on the face of the
                Class R
                Certificates and the provisions of Section 6.02(d) of the Pooling
                and
                Servicing Agreement under which the Class R Certificates were issued
                (in
                particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                authorize the Securities Administrator to deliver payments to a person
                other than the Owner and negotiate a mandatory sale by the Securities
                Administrator in the event that the Owner holds such Certificate
                in
                violation of Section 6.02(d)); and that the Owner expressly agrees
                to be
                bound by and to comply with such restrictions and provisions.

               

            
	 	
              9.

               

            	
              The
                Owner is not acquiring and will not transfer the Class R Certificates
                in
                order to impede the assessment or collection of any tax.

               

            
	 	
              10.

               

            	
              The
                Owner anticipates that it will, so long as it holds the Class R
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class R Certificates, and hereby represents to and for the
                benefit
                of the person from whom it acquired the Class R Certificates that
                the
                Owner intends to pay taxes associated with holding such Class R
                Certificates as they become due, fully understanding that it may
                incur tax
                liabilities in excess of any cash flows generated by the Class R
                Certificates.

               

            
	 	
              11.

               

            	
              The
                Owner has no present knowledge that it may become insolvent or subject
                to
                a bankruptcy proceeding for so long as it holds the Class R
                Certificates.

               

            


    

     

    
      
        
        

      

      
        B-4-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.

               

            	
              The
                Owner has no present knowledge or expectation that it will be unable
                to
                pay any United States taxes owed by it so long as any of the Certificates
                remain outstanding.

               

            
	 	
              13.

               

            	
              The
                Owner is not acquiring the Class R Certificates with the intent to
                transfer the Class R Certificates to any person or entity that will
                not
                have sufficient assets to pay any taxes owed by the holder of such
                Class R
                Certificates, or that may become insolvent or subject to a bankruptcy
                proceeding, for so long as the Class R Certificates remain
                outstanding.

               

            
	 	
              14.

               

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, obtain from its transferee the representations required
                by
                Section 6.02(d) of the Pooling and Servicing Agreement under which
                the
                Class R Certificate were issued and will not consummate any such
                transfer
                if it knows, or knows facts that should lead it to believe, that
                any such
                representations are false.

               

            
	 	
              15.

               

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, deliver to the Securities Administrator an affidavit,
                which
                represents and warrants that it is not transferring the Class R
                Certificates to impede the assessment or collection of any tax and
                that it
                has no actual knowledge that the proposed transferee: (i) has insufficient
                assets to pay any taxes owed by such transferee as holder of the
                Class R
                Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding for so long as the Class R Certificates remains outstanding;
                and (iii) is not a “Permitted Transferee”.

               

            
	 	
              16.

               

            	
              The
                Owner is a citizen or resident of the United States, a corporation,
                partnership or other entity created or organized in, or under the
                laws of,
                the United States or any political subdivision thereof, or an estate
                or
                trust whose income from sources without the United States may be
                included
                in gross income for United States federal income tax purposes regardless
                of its connection with the conduct of a trade or business within
                the
                United States.

               

            
	 	
              17.

               

            	
              The
                Owner of the Class R Certificate, hereby agrees that in the event
                that the
                Trust Fund created by the Pooling and Servicing Agreement is terminated
                pursuant to Section 10.01 thereof, the undersigned shall assign and
                transfer to the Holders of the Class CE-1 Certificates any amounts
                in
                excess of par received in connection with such termination. Accordingly,
                in the event of such termination, the Securities Administrator is
                hereby
                authorized to withhold any such amounts in excess of par and to pay
                such
                amounts directly to the Holders of the Class CE-1 Certificates. This
                agreement shall bind and be enforceable against any successor, transferee
                or assigned of the undersigned in the Class R Certificate. In connection
                with any transfer of the Class R Certificate, the Owner shall obtain
                an
                agreement substantially similar to this clause from any subsequent
                owner.

               

            


    

    


    
      
        
        

      

      
        B-4-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      _________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	
              [Vice]
                President

            


    

    


     

    ATTEST:

    


     

    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	
              [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 a [Vice]
      President of the Owner, and acknowledged to me that [he/she] executed the same
      as [his/her] free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ______________ day of __________, ____.

     

    


    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
        

      

      
        B-4-4

        
          

        

      

      
        
        

      

       

    

    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    _________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am
      a ____________________
      of _________________________ (the “Owner”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2. The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3. The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4. The
      Owner
      understands that the Purchaser has delivered to the Trustee or a transfer
      affidavit and agreement in the form attached to the Pooling and Servicing
      Agreement as Exhibit B-4. The Owner does not know or believe that any
      representation contained therein is false.

     

    5. At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement, dated as of October 31, 2006, among ACE
      Securities Corp. as Depositor, Wells Fargo Bank, National Association as Master
      Servicer and Securities Administrator, Ocwen Loan Servicing, LLC as a Servicer
      and HSBC Bank USA, National Association as Trustee.

     

    
      
        
        

      

      
        B-4-5

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      ________________, ____.

     

    
      	 	 	 	 	 	 	 	
              [OWNER]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	
              [Vice]
                President

            


    

    


     

    ATTEST:

    


    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	
              [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 a [Vice]
      President of the Owner, and acknowledged to me that [he/she] executed the same
      as [his/her] free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

     

    


    


    
      	 	 
	 	
              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    


     

    BACK-UP
      CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

    Asset
      Backed Pass-Through Certificates, Series 2006-SD3

     

    I,
      [identify the certifying individual], certify to ACE Securities Corp. (the
      “Depositor”), HSBC Bank USA, National Association (the “Trustee”) and Wells
      Fargo Bank, National Association (the “Master Servicer”), and their respective
      officers, directors and affiliates, and 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 13a-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 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to the Master Servicer 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 Master
      Servicer;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as 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 in all material
      respects; and

     

    (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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement, dated as of October 31, 2006, among
      ACE
      Securities Corp. as Depositor, Wells Fargo Bank, National Association as Master
      Servicer and Securities Administrator, Ocwen Loan Servicing, LLC as a Servicer
      and HSBC Bank USA, National Association as Trustee.

     

    


     

    


     

    
      	
              Date:

            	 
	 
	 
	
              [Signature]

            
	 
	
              [Title]

            


    

    


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

    


    FORM
      OF
      POWER OF ATTORNEY

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    [Servicer]

    [Servicer’s
      Address]

    Attn:
      _________________________________

    


    


    LIMITED
      POWER OF ATTORNEY

    


    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that HSBC Bank USA, National Association, having its
      principal place of business at _______________________,
      as
      Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement among
      ACE Securities Corp. (the “Depositor”), Ocwen Loan Servicing, LLC as a servicer
      (“Ocwen”), Wells Fargo Bank, National Association as master servicer (the
“Master Servicer”) and as securities administrator (the “Securities
      Administrator”) and the Trustee, dated as of October 31, 2006 (the “Pooling and
      Servicing Agreement”), hereby constitutes and appoints Ocwen, by and through
      Ocwen’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
      Trustee’s name, place and stead and for the Trustee’s benefit, in connection
      with all mortgage loans serviced by Ocwen pursuant to the Pooling and Servicing
      Agreement for the purpose of performing all acts and executing all documents
      in
      the name of the Trustee as may be customarily and reasonably necessary and
      appropriate to effectuate the following enumerated transactions in respect
      of
      any of the mortgages or deeds of trust (the “Mortgages” and the “Deeds of
      Trust”, respectively) and promissory notes secured thereby (the “Mortgage
      Notes”) for which the undersigned is acting as Trustee for various
      certificateholders (whether the undersigned is named therein as mortgagee or
      beneficiary or has become mortgagee by virtue of endorsement of the Mortgage
      Note secured by any such Mortgage or Deed of Trust) and for which Ocwen is
      acting as servicer, all subject to the terms of the Pooling and Servicing
      Agreement.

    


    This
      appointment shall apply to the following enumerated transactions
      only:

    


    
      	
              1.

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

            
	 	 
	
              2.

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

            
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

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

            
	 	 
	
              4.

            	
              The
                completion of loan assumption agreements.

            
	 	 
	
              5.

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

            
	 	 
	
              6.

            	
              The
                assignment of any Mortgage or Deed of Trust and the related Mortgage
                Note,
                in connection with the repurchase of the mortgage loan secured and
                evidenced thereby.

            
	 	 
	
              7.

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

            
	 	 
	
              8.

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

            


    

    


    
      	 	
              a.

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

            
	 	 	 
	 	
              b.

            	
              the
                preparation and issuance of statements of breach or
                non-performance;

            
	 	 	 
	 	
              c.

            	
              the
                preparation and filing of notices of default and/or notices of
                sale;

            
	 	 	 
	 	
              d.

            	
              the
                cancellation/rescission of notices of default and/or notices of
                sale;

            
	 	 	 
	 	
              e.

            	
              the
                taking of a deed in lieu of foreclosure; and

            
	 	 	 
	 	
              f.

            	
              the
                preparation and execution of such other documents and performance
                of such
                other actions as may be necessary under the terms of the Mortgage,
                Deed of
                Trust or state law to expeditiously complete said transactions in
                paragraphs 8.a. through 8.e.,
                above.

            


    

    


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

     

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

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, _________________
      as
      Trustee pursuant to that Pooling and Servicing Agreement among the Depositor,
      Ocwen, the Master Servicer, the Securities Administrator and the Trustee, dated
      as of October 31, 2006 (ACE Securities Corp. Home Equity Loan Trust, Series
      2006-SD3 Asset Backed Pass-Through Certificates), has caused its corporate
      seal
      to be hereto affixed and these presents to be signed and acknowledged in its
      name and behalf by ____________
      its duly
      elected and authorized Vice President this ___
      day of
___________,
      200__.

    


    


    
      	 	 	 	 	 	 	 	
              as
                Trustee for ACE Securities Corp. Home Equity Loan Trust, Series
                2006-SD3

              Asset
                Backed Pass-Through Certificates

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 


    

    


    


    
      	
              STATE
                OF

            	 
	 	 
	
              COUNTY
                OF

            	 


    

    


    


    On
      _______________,
      200__,
      before me, the undersigned, a Notary Public in and for said state, personally
      appeared _____________,
      Vice
      President of __________________
      as
      Trustee for ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3 Asset
      Backed Pass-Through Certificates, personally known to me to be the person whose
      name is subscribed to the within instrument and acknowledged to me that he/she
      executed that same in his/her authorized capacity, and that by his/her signature
      on the instrument the entity upon behalf of which the person acted and executed
      the instrument.

    


    WITNESS
      my hand and official seal.

    (SEAL)

    
      	 	 
	 	
              Notary
                Public

               

            
	
              My
                Commission Expires

            	 
	 	 


    

    


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

    


    SERVICING
      CRITERIA

    


    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing Criteria2 

    


    
      	
               

              Reg.
                AB Item 1122(d) Servicing Criteria

            	
               

              Depositor

            	
               

              Seller

            	
               

              Servicer

            	
               

              Trustee

            	
               

              Custodian

            	
               

              Paying
                Agent

            	
              Master
                Servicer

            	
               

              Securities
                Administrator

            
	
              (1) General
                Servicing Considerations

            	 	 	 	 	 	 	 	 
	
              (i)   
                monitoring
                performance or other triggers and events of default

            	 	 	
               

              X

            	 	 	 	
               

              X

            	
               

              X

            
	
              (ii)   
                monitoring
                performance of vendors of activities outsourced

            	 	 	
               

              X

            	 	 	 	
               

              X

            	 
	
              (iii) 
                maintenance
                of back-up servicer for pool assets

            	 	 	 	 	 	 	 	 
	
              (iv) 
                fidelity
                bond and E&O policies in effect

            	 	 	
               

              X

            	 	 	 	
               

              X

            	 
	
              (2) Cash
                Collection and Administration

               

            	 	 	 	 	 	 	 	 
	
              (i)   
                timing
                of deposits to custodial account

            	 	 	
               

              X

            	 	 	
               

              X

            	
               

              X

            	
               

              X

            
	
              (ii)  
                wire
                transfers to investors by authorized personnel

            	 	 	
               

              X

            	 	 	
               

              X

            	 	
               

              X

            


    

    
      ________________

        
          
            	*    	
                    The
                      descriptions of the Item 1122(d) servicing criteria use key
                      words and
                      phrases and are not verbatim recitations of the servicing criteria.
                      Refer
                      to Regulation AB, Item 1122 for a full description of servicing
                      criteria.

                  


          

        

      

    

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    
      	 

              Reg.
                AB Item 1122(d) Servicing Criteria

            	
              Depositor

            	 

              Seller

            	 

              Servicer

            	 

              Trustee

            	 

              Custodian

            	 

              Paying
                Agent

            	
              Master
                Servicer

            	 

              Securities
                Administrator

            
	
              (iii) 
                advances
                or guarantees made, reviewed and approved as required

            	 	 	
               

              X

            	 	 	 	
               

              X

            	 
	
              (iv) 
                accounts
                maintained as required

            	 	 	
               

              X

            	 	 	
               

              X

            	
               

              X

            	
               

              X

            
	
              (v)  
                accounts
                at federally insured depository institutions

            	 	 	
               

              X

            	 	 	
               

              X

            	
               

              X

            	
               

              X

            
	
              (vi)  
                unissued
                checks safeguarded

            	 	 	
               

              X

            	 	 	
               

              X

            	 	
               

              X

            
	
              (vii)  
                monthly
                reconciliations of accounts

            	 	 	
               

              X

            	 	 	
               

              X

            	
               

              X

            	
               

              X

            
	
              (3) Investor
                Remittances and Reporting

            	 	 	 	 	 	 	 	 
	
              (i) investor
                reports

            	 	 	
               

              X

            	 	 	 	
               

              X

            	
               

              X

            
	
              (ii) remittances

            	 	 	
               

              X

            	 	 	
               

              X

            	 	
               

              X

            
	
              (iii) proper
                posting of distributions

            	 	 	
               

              X

            	 	 	
               

              X

            	 	
               

              X

            
	
              (iv) reconciliation
                of remittances and payment statements

            	 	 	
               

              X

            	 	 	
               

              X

            	
               

              X

            	
               

              X

            
	
              (4) Pool
                Asset Administration

            	 	 	 	 	 	 	 	 
	
              (i) maintenance
                of pool collateral

            	 	 	
               

              X

            	 	
               

              X

            	 	 	 
	
              (ii) safeguarding
                of pool assets/documents

            	 	 	
               

              X

            	 	
               

              X

            	 	 	 
	
              (iii) additions,
                removals and substitutions of pool assets

            	 	
               

              X

            	
               

              X

            	 	 	 	 	 
	
              (iv) posting
                and allocation of pool asset payments to pool assets

            	 	 	
               

              X

            	 	 	 	 	 
	
              (v) reconciliation
                of servicer records

            	 	 	
               

              X

            	 	 	 	 	 


       

    

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    
      	 

              Reg.
                AB Item 1122(d) Servicing Criteria

            	

              
                Depositor

              

            	
              Seller

            	
              Servicer

            	
              Trustee

            	
              Custodian

            	
              Paying
                Agent

            	
              Master
                Servicer

            	
              Securities
                Administrator

            
	
              (vi) modifications
                or other changes to terms of pool assets

            	 	 	
               

              X

            	 	 	 	 	 
	
              (vii) loss
                mitigation and recovery actions

            	 	 	
               

              X

            	 	 	 	 	 
	
              (viii)records
                regarding collection efforts

            	 	 	
               

              X

            	 	 	 	 	 
	
              (ix) adjustments
                to variable interest rates on pool assets

            	 	 	
               

              X

            	 	 	 	 	 
	
              (x) matters
                relating to funds held in trust for obligors

            	 	 	
               

              X

            	 	 	 	 	 
	
              (xi) payments
                made on behalf of obligors (such as for taxes or
                insurance)

            	 	 	
               

              X

            	 	 	 	 	 
	
              (xii) late
                payment penalties with respect to payments made on behalf of obligors
                

            	 	 	
               

              X

            	 	 	 	 	 
	
              (xiii)records
                with respect to payments made on behalf of obligors

            	 	 	
               

              X

            	 	 	 	 	 
	
              (xiv) recognition
                and recording of delinquencies, charge-offs and uncollectible
                accounts

            	 	 	
               

              X

            	 	 	 	
               

              X

            	 
	
              (xv) maintenance
                of external credit enhancement or other support

            	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      F

    


    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    This
      is a
      Mortgage Loan Purchase Agreement (this “Agreement”), dated November 30, 2006,
      between DB Structured Products, Inc., a Delaware corporation (the “Seller”) and
      ACE Securities Corp., a Delaware corporation (the “Purchaser”).

     

    Preliminary
      Statement

     

    The
      Seller intends to sell the Mortgage Loans (as hereinafter identified) and the
      Cap Agreement (as defined herein) to the Purchaser on the terms and subject
      to
      the conditions set forth in this Agreement. The Purchaser intends to deposit
      the
      Mortgage Loans into a mortgage pool comprising the Trust Fund. The Trust Fund
      will be evidenced by a single series of mortgage pass-through certificates
      designated as ACE Securities Corp. Home Equity Loan Trust, Series 2006-SD3
      Asset
      Backed Pass-Through Certificates (the “Certificates”). The Certificates will
      consist of ten classes of certificates. The Certificates will be issued pursuant
      to a Pooling and Servicing Agreement for ACE Securities Corp. Home Equity Loan
      Trust, Series 2006-SD3, Asset Backed Pass-Through Certificates, dated as of
      October 31, 2006 (the “Pooling and Servicing Agreement”), among the Purchaser as
      depositor, Wells Fargo Bank, National Association as master servicer (the
“Master Servicer”) and securities administrator (the “Securities
      Administrator”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”) and HSBC Bank
      USA, National Association, as trustee (the “Trustee”). Certain of the Mortgage
      Loans will be serviced by IndyMac Bank, F.S.B. (“IndyMac”), Washington Mutual
      Bank (“Washington Mutual”) and Select Portfolio Servicing, Inc. (“SPS”, and
      together with Ocwen, IndyMac and Washington Mutual, each a “Servicer” and
      collectively the “Servicers”) pursuant to a separate servicing agreements
      between the Seller and each of IndyMac (“IndyMac Servicing Agreement”),
      Washington Mutual (“Washington Mutual Servicing Agreement”) and SPS (the “SPS
      Servicing Agreement”) which will be assigned to the Purchaser as of the date
      hereof. The Purchaser will sell the Class A, Class M-1, Class M-2, Class M-3,
      Class M-4 and Class M-5 Certificates (collectively, the “Offered Certificates”)
      to Deutsche Bank Securities Inc. (“DBSI”), pursuant to the Second Amended and
      Restated Underwriting Agreement, dated June 24, 1999, as amended and restated
      to
      and including January 25, 2006, between the Purchaser and DBSI, and the
      Terms Agreement, dated November 29, 2006 (collectively, the “Underwriting
      Agreement”), between the Purchaser and DBSI. Capitalized terms used but not
      defined herein shall have the meanings set forth in the Pooling and Servicing
      Agreement. 

     

    The
      parties hereto agree as follows:

     

    SECTION
      1.  Agreement
      to Purchase.
      The
      Seller hereby sells, and the Purchaser hereby purchases, on or before November
      30, 2006 (the “Closing Date”), (a) certain fixed-rate and adjustable-rate,
      residential first and second lien mortgage loans on mortgaged properties
      consisting of attached, detached or semi-detached, one to four-family dwelling
      units, individual condominium units, manufactured homes and individual units
      in
      planned unit developments (the “Mortgage Loans”), having an aggregate principal
      balance as of the close of business on the Cut-off Date of approximately
      $153,654,981 (the “Closing Balance”), including the right to any Prepayment
      Charges (other than the Prepayment Charges related to the WAMU Mortgage Loans)
      payable by the related Mortgagors in connection with any Principal Prepayments
      on the Mortgage Loans, but excluding the rights to the servicing of the Mortgage
      Loans which shall be retained by the Seller, with respect to the Ocwen Mortgage
      Loans and the SPS Mortgage Loans, IndyMac, with respect to the IndyMac Mortgage
      Loans, and Washington Mutual, with respect to the WAMU Mortgage Loans (the
      “Servicing Rights”) and (b) all of the Seller’s right, title and interest in and
      to the Cap Agreement between Bear Stearns Financial Products, Inc. and the
      Trustee, as trustee of the ACE Securities Corp. Home Equity Loan Trust, Series
      2006-SD3 Asset Backed Pass-Through Certificates dated as of November 30, 2006
      (the “Cap Agreement”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.  Closing
      Schedule.
      The
      Purchaser and the Seller have agreed upon which of the mortgage loans owned
      by
      the Seller are to be purchased by the Purchaser pursuant to this Agreement
      and
      the Seller will prepare or cause to be prepared on or prior to the Closing
      Date
      a final schedule (the “Closing Schedule”) that shall describe such Mortgage
      Loans and set forth all of the Mortgage Loans to be purchased under this
      Agreement, including the Prepayment Charges (other than the Prepayment Charges
      related to the WAMU Mortgage Loans). The Closing Schedule will conform to the
      requirements set forth in this Agreement and to the definition of “Mortgage
      Loan Schedule”
under
      the Pooling and Servicing Agreement.

     

    SECTION
      3.  Consideration.

     

    (a)  In
      consideration for the Mortgage Loans and the Cap Agreement to be purchased
      hereunder, the Purchaser shall, as described in Section 8, pay to or upon the
      order of the Seller in immediately available funds an amount (the “Purchase
      Price”) equal to (i) $__________*
      and (ii)
      a 100% interest in the Class CE-1, Class CE-2, Class P and Class R Certificates
      (collectively the “DB Certificates”). The DB Certificates shall be in the name
      of “Deutsche Bank Securities Inc.”

     

    (b)  The
      Purchaser or any assignee, transferee or designee of the Purchaser shall be
      entitled to (i) with respect to all of the Mortgage Loans other than the
      Mortgage Loans set forth on Schedule
      B
      attached
      hereto, all payments of principal collected after the Cut-off Date and all
      payments of interest on the Mortgage Loans collected after the Cut-off Date
      and
      (ii) with respect to the Mortgage Loans set forth on Schedule
      B
      attached
      hereto, all scheduled principal due after the related Cut-off Date, all other
      recoveries of principal collected after the Cut-off Date (provided, however,
      that all scheduled payments of principal due on or before the Cut-off Date
      and
      collected by the Seller after the Cut-off Date shall belong to the Seller),
      and
      all payments of interest on the Mortgage Loans (minus that portion of any such
      interest payment that is allocable to the period prior to the Cut-off
      Date).

     

    (c)  Pursuant
      to the Pooling and Servicing Agreement, the Purchaser will assign all of its
      right, title and interest in and to the Mortgage Loans and the Cap Agreement,
      together with its rights under this Agreement, to the Trustee for the benefit
      of
      the Certificateholders.

     

    SECTION
      4.  Transfer
      of the Mortgage Loans.

     

    (a)  Possession
      of Mortgage Files.  The
      Seller does hereby sell to the Purchaser, without recourse but subject to the
      terms of this Agreement, all of its right, title and interest in, to and under
      the Mortgage Loans, including the Prepayment Charges on the Mortgage Loans
      other
      than the WAMU Mortgage Loans and the Cap Agreement, but excluding the Servicing
      Rights. The contents of each Mortgage File not delivered to the Purchaser or
      to
      any assignee, transferee or designee of the Purchaser on or prior to the Closing
      Date and not listed as a defect on Schedule
      A
      attached
      hereto are and shall be held in trust by the Seller for the benefit of the
      Purchaser or any assignee, transferee or designee of the
      Purchaser.  Upon the sale of the Mortgage Loans, the ownership of each
      Mortgage Note, the related Mortgage and the other contents of the related
      Mortgage File is vested in the Purchaser and the ownership of all records and
      documents with respect to the related Mortgage Loan prepared by or that come
      into the possession of the Seller on or after the Closing Date shall immediately
      vest in the Purchaser and shall be delivered immediately to the Purchaser or
      as
      otherwise directed by the Purchaser.

     

    
      * Please
        contact the Mortgage Loan Seller for this information.

       

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (b)  Delivery
      of Mortgage Loan Documents.  Except
      as set forth on Schedule
      A
      attached
      hereto, the Seller will, on or prior to the Closing Date, deliver or cause
      to be
      delivered to the Purchaser or any assignee, transferee or designee of the
      Purchaser each of the following documents for each Mortgage Loan:

     

    (A)  the
      original Mortgage Note (including all riders thereto) bearing all intervening
      endorsements necessary to show a complete chain of endorsements from the
      original payee, endorsed in blank, via
      original signature,
      and, if
      previously endorsed, signed in the name of the last endorsee by a duly qualified
      officer of the last endorsee. If
      the
      Mortgage Loan was acquired by the last endorsee in a merger, the endorsement
      must be by “[name of last endorsee], successor by merger to [name of
      predecessor]”. If the Mortgage Loan was acquired or originated by the last
      endorsee while doing business under another name, the endorsement must be by
      “[name of last endorsee], formerly known as [previous name]”;

     

    (B)  reserved;

     

    (C)  unless
      the Mortgage Loan is registered on the MERS system, the original Assignment
      of
      Mortgage executed in blank;

     

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

     

    (E)  the
      original Mortgage (including all riders thereto) with evidence of recording
      thereon and the original recorded power of attorney, if the Mortgage was
      executed pursuant to a power of attorney, with evidence of recording thereon,
      and in the case of each MOM Loan, the original Mortgage, noting the presence
      of
      the MIN of the Mortgage Loan and either language indicating that the Mortgage
      Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination,
      the original Mortgage and the assignment thereof to MERS®, with evidence of
      recording indicated thereon; or, if the original Mortgage with evidence of
      recording thereon has not been returned by the public recording office where
      such Mortgage has been delivered for recordation or such Mortgage has been
      lost
      or such public recording office retains the original recorded Mortgage, a
      photocopy of such Mortgage, together with (i) in the case of a delay caused
      by
      the public recording office, an officer’s certificate of the title insurer
      insuring the Mortgage, the escrow agent, the seller or the related Servicer
      stating that such Mortgage has been delivered to the appropriate public
      recording office for recordation and that the original recorded Mortgage or
      a
      copy of such Mortgage certified by such public recording office to be a true
      and
      complete copy of the original recorded Mortgage will be promptly delivered
      to
      the Purchaser’s designee upon receipt thereof by the party delivering the
      officer’s certificate or by the related Servicer; or (ii) in the case of a
      Mortgage where a public recording office retains the original recorded Mortgage
      or in the case where a Mortgage is lost after recordation in a public recording
      office, a copy of such Mortgage with the recording information thereon certified
      by such public recording office to be a true and complete copy of the original
      recorded Mortgage;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (F)  the
      originals of all assumption, modification, consolidation or extension
      agreements, with evidence of recording thereon, if any;

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    (I)  the
      original lender’s title insurance policy in the form of an ALTA mortgage title
      insurance policy
      or,
      if the
      original lender’s title insurance policy has not been issued, the irrevocable
      commitment to issue the same; provided, that the Seller shall deliver such
      original title insurance policy to the Purchaser or any assignee, transferee
      or
      designee of the Purchaser promptly upon receipt by the Seller, if any;
      and

     

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

     

    Notwithstanding
      anything to the contrary contained in this Section 4, with respect to certain
      of
      the Mortgage Loans, if any original Mortgage Note referred to in this Section
      4(b) cannot be located, the obligations of the Seller to deliver such document
      shall be deemed to be satisfied upon delivery to the Purchaser or any assignee,
      transferee or designee of the Purchaser of a photocopy of such Mortgage Note,
      if
      available, with a lost note affidavit substantially in the form of Exhibit
      1
      attached
      hereto. If any of the original Mortgage Notes for which a lost note affidavit
      was delivered to the Purchaser or any assignee, transferee or designee of the
      Purchaser is subsequently located, such original Mortgage Note shall be
      delivered to the Purchaser or any assignee, transferee or designee of the
      Purchaser within three Business Days.

     

    Each
      original document relating to a Mortgage Loan which is not delivered to the
      Purchaser or its assignee, transferee or designee, if held by the Seller, shall
      be so held for the benefit of the Purchaser, its assignee, transferee or
      designee.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
      expense, within 30 days after the Closing Date, the MERS® System to indicate
      that such Mortgage Loans have been assigned by the Seller to the Purchaser
      and
      by the Purchaser to the Trustee in accordance with this Agreement for the
      benefit of the Certificateholders by including (or deleting, in the case of
      Mortgage Loans which are repurchased in accordance with this Agreement) in
      such
      computer files (a) the code in the field which identifies the specific Trustee
      and (b) the code in the field “Pool Field” which identifies the series of the
      Certificates issued in connection with such Mortgage Loans. The Seller further
      agrees that it will not, and will not permit any Servicer or the Master Servicer
      to, and the Master Servicer agrees that it will not, alter the codes referenced
      in this paragraph with respect to any Mortgage Loan during the term of this
      Agreement unless and until such Mortgage Loan is repurchased in accordance
      with
      the terms of this Agreement or the Pooling and Servicing Agreement.

     

    (c)  Acceptance
      of Mortgage Loans.
      The
      documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
      Purchaser or any assignee, transferee or designee of the Purchaser at any time
      before or after the Closing Date (and with respect to each document permitted
      to
      be delivered after the Closing Date, within seven days of its delivery) to
      ascertain that all required documents have been executed and received and that
      such documents relate to the Mortgage Loans identified on the Closing
      Schedule.

     

    (d)  Transfer
      of Interest in Agreements.
      The
      Purchaser has the right to assign its interest under this Agreement, in whole
      or
      in part, to the Trustee, as may be required to effect the purposes of the
      Pooling and Servicing Agreement, without the consent of the Seller, and the
      assignee shall succeed to the rights and obligations hereunder of the
      Purchaser.  Any expense reasonably incurred by or on behalf of the
      Purchaser or the Trustee in connection with enforcing any obligations of the
      Seller under this Agreement will be promptly reimbursed by the
      Seller.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (e)  Examination
      of Mortgage Files.
      Prior
      to the Closing Date, the Seller shall either (i) deliver in escrow to the
      Purchaser or to any assignee, transferee or designee of the Purchaser for
      examination the Mortgage File pertaining to each Mortgage Loan, or (ii) make
      such Mortgage Files available to the Purchaser or to any assignee, transferee
      or
      designee of the Purchaser for examination.  Such examination may be
      made by the Purchaser or the Trustee, and their respective designees, upon
      reasonable notice to the Seller during normal business hours before the Closing
      Date and within 60 days after the Closing Date.  If any such person
      makes such examination prior to the Closing Date and identifies any Mortgage
      Loans that do not conform to the requirements of the Purchaser as described
      in
      this Agreement, including the exceptions set forth in Schedule
      A
      attached
      hereto, such Mortgage Loans shall be deleted from the Closing
      Schedule.  The Purchaser may, at its option and without notice to the
      Seller, purchase all or part of the Mortgage Loans without conducting any
      partial or complete examination.  The fact that the Purchaser or any
      person has conducted or has failed to conduct any partial or complete
      examination of the Mortgage Files shall not affect the rights of the Purchaser
      or any assignee, transferee or designee of the Purchaser to demand repurchase
      or
      other relief as provided herein or under the Pooling and Servicing
      Agreement.

     

    SECTION
      5.  Representations,
      Warranties and Covenants of the Seller.

     

    The
      Seller hereby represents and warrants to the Purchaser, as of the date hereof
      and as of the Closing Date, and covenants, that:

     

    (i)  The
      Seller is a Delaware corporation with full corporate power and authority to
      conduct its business as presently conducted by it to the extent material to
      the
      consummation of the transactions contemplated herein. The Agreement has been
      duly authorized, executed and delivered by the Seller. The Seller had the full
      corporate power and authority to own the Mortgage Loans and to transfer and
      convey the Mortgage Loans to the Purchaser and has the full corporate power
      and
      authority to execute and deliver, engage in the transactions contemplated by,
      and perform and observe the terms and conditions of this Agreement;

     

    (ii)  The
      Seller has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the Purchaser, constitutes
      a legal, valid and binding obligation of the Seller, enforceable against it
      in
      accordance with its terms except as the enforceability thereof may be limited
      by
      (1) bankruptcy, insolvency or reorganization or (2) general principles of
      equity;

     

    (iii)  The
      execution, delivery and performance of this Agreement by the Seller (1) does
      not
      conflict and will not conflict with, does not breach and will not result in
      a
      breach of and does not constitute and will not constitute a default (or an
      event, which with notice or lapse of time or both, would constitute a default)
      under (A) any terms or provisions of the organizational documents of the Seller,
      (B) any term or provision of any material agreement, contract, instrument or
      indenture, to which the Seller is a party or by which the Seller or any of
      its
      property is bound, or (C) any law, rule, regulation, order, judgment, writ,
      injunction or decree of any court or governmental authority having jurisdiction
      over the Seller or any of its property and (2) does not create or impose and
      will not result in the creation or imposition of any lien, charge or encumbrance
      (other than any created hereby in favor of the Purchaser and its assignees)
      which would have a material adverse effect upon the Mortgage Loans or any
      documents or instruments evidencing or securing the Mortgage Loans;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (iv)  No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice on behalf of the Seller to any governmental authority or court is
      required, under federal laws or the laws of the State of New York, for the
      execution, delivery and performance by the Seller of, or compliance by the
      Seller with, this Agreement or the consummation by the Seller of any other
      transaction contemplated hereby and by the Pooling and Servicing Agreement;
      provided, however, that the Seller makes no representation or warranty regarding
      federal or state securities laws in connection with the sale or distribution
      of
      the Certificates;

     

    (v)  The
      Seller is not in violation of, and the execution and delivery of this Agreement
      by the Seller and its performance and compliance with the terms of this
      Agreement will not constitute a violation with respect to, any order or decree
      of any court or any order or regulation of any federal, state, municipal or
      governmental agency having jurisdiction over the Seller or its assets, which
      violation might have consequences that would materially and adversely affect
      the
      condition (financial or otherwise) or the operation of the Seller or its assets
      or might have consequences that would materially and adversely affect the
      performance of its obligations and duties hereunder;

     

    (vi)  The
      Seller does not believe, nor does it have any reason or cause to believe, that
      it cannot perform each and every covenant contained in this
      Agreement;

     

    (vii)  The
      Mortgage Loan Documents and any other documents required to be delivered with
      respect to each Mortgage Loan pursuant to this Agreement have been delivered
      to
      the Custodians, all in compliance with the specific requirements of this
      Agreement;

     

    (viii)  Immediately
      prior to the payment of the Purchase Price for each Mortgage Loan, the Seller
      was the owner of record of the related Mortgage and the indebtedness evidenced
      by the related Mortgage Note and upon the payment of the Purchase Price by
      the
      Purchaser, in the event that the Seller retains record title, the Seller shall
      retain such record title to each Mortgage, each related Mortgage Note and the
      related Mortgage Files with respect thereto in trust for the Purchaser as the
      owner thereof and only for the purpose of servicing and supervising the
      servicing of each Mortgage Loan;

     

    (ix)  There
      are
      no actions or proceedings against, or, to the best knowledge of Seller,
      investigations of, the Seller before any court, administrative agency or other
      tribunal (1) that might prohibit its entering into this Agreement, (2) seeking
      to prevent the sale of the Mortgage Loans by the Seller or the consummation
      of
      the transactions contemplated by this Agreement or (3) that might prohibit
      or
      materially and adversely affect the performance by the Seller of its obligations
      under, or the validity or enforceability of, this Agreement;

     

    
      
        
        

      

      
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    (x)  The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of the Seller, and the transfer, assignment and
      conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to
      this Agreement are not subject to the bulk transfer or any similar statutory
      provisions in effect in any relevant jurisdiction, except any as may have been
      complied with;

     

    (xi)  The
      Seller has not dealt with any broker, investment banker, agent or other person,
      except for the Purchaser or any of its affiliates, that may be entitled to
      any
      commission or compensation in connection with the sale of the Mortgage Loans
      (except that an entity that previously financed the Seller’s ownership of the
      Mortgage Loans may be entitled to a fee to release its security interest in
      the
      Mortgage Loans, which fee shall have been paid and which security interest
      shall
      have been released on or prior to the Closing Date);

     

    (xii)  There
      is
      no litigation currently pending or, to the best of the Seller’s knowledge
      without independent investigation, threatened against the Seller that would
      reasonably be expected to adversely affect the transfer of the Mortgage Loans,
      the issuance of the Certificates or the execution, delivery, performance or
      enforceability of this Agreement, or that would result in a material adverse
      change in the financial condition of the Seller; and

     

    (xiii)  The
      information set forth in the applicable part of the Closing Schedule relating
      to
      the existence of a Prepayment Charge on the Mortgage Loans (other than the
      WAMU
      Mortgage Loans) is complete, true and correct in all material respects at the
      date or dates respecting which such information is furnished and each Prepayment
      Charge on the Mortgage Loans (other than the WAMU Mortgage Loans) is permissible
      and enforceable in accordance with its terms upon the mortgagor’s full and
      voluntary principal prepayment under applicable law, except to the extent that
      (1) the enforceability thereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally, (2) the collectability thereof may be limited due to acceleration
      in
      connection with a foreclosure or other involuntary prepayment or (3) subsequent
      changes in applicable law may limit or prohibit enforceability thereof under
      applicable law.

     

    SECTION
      6.  Representations
      and Warranties of the Seller Relating to the Mortgage Loans.

     

    The
      Seller hereby represents and warrants to the Purchaser that as to each Mortgage
      Loan as of the Closing Date (unless otherwise specified):

     

    (i)  Information
      provided to the Rating Agencies, including the loan level detail set forth
      on
      the Closing Schedule, is true and correct in all material respects as of the
      Cut-off Date according to the requirements of each Rating Agency;

     

    (ii)  With
      respect to each Mortgage Loan other than the Mortgage Loans identified on
Schedule
      C
      attached
      hereto, no error, omission, misrepresentation, negligence, fraud or similar
      occurrence has taken place on the part of any person, including without
      limitation the Mortgagor, any appraiser, any builder or developer, or any other
      party involved in the origination of such Mortgage Loan or in the application
      of
      any insurance in relation to such Mortgage Loan. With respect to each Mortgage
      Loan identified on Schedule
      C
      attached
      hereto, no fraud has taken place on the part of the Seller, the Mortgagor or,
      to
      the Seller’s knowledge, any other person (other than any broker or appraiser)
      involved in the origination of the Mortgage Loan or in the application of any
      insurance in relation to such Mortgage Loan;

     

    
      
        
        

      

      
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    (iii)  Except
      with respect to Mortgage Loans that are delinquent, that have borrowers in
      bankruptcy and/or that are subject to forbearance plans (collectively, the
      “Delinquent/Plan Mortgage Loans”), all payments required to be made prior to the
      Cut-off Date with respect to each Mortgage Loan have been made;

     

    (iv)  Neither
      the Seller nor, to the best of the Seller’s knowledge, the related
      originator of the Mortgage Loan, has advanced any Monthly Payment required
      under
      the terms of the Mortgage Note;

     

    (v)  Except
      with respect to certain of the Delinquent/Plan Mortgage Loans, there are no
      delinquent taxes, assessment liens or insurance premiums affecting the related
      Mortgaged Property;

     

    (vi)  The
      terms
      of the Mortgage Note and the Mortgage have not been materially impaired, waived,
      altered or modified unless favorable to the Mortgagor, except by written
      instruments, recorded in the applicable public recording office if necessary
      to
      maintain the lien priority of the Mortgage. The substance of any such waiver,
      alteration or modification has been approved by the title insurer, to the extent
      required by the related policy. No Mortgagor has been released, in whole or
      in
      part, except in connection with an assumption agreement (approved by the title
      insurer to the extent required by the policy) and which assumption agreement
      has
      been delivered to the Trustee;

     

    (vii)  The
      Mortgaged Property is insured against loss by fire and hazards of extended
      coverage (excluding earthquake insurance) in an amount which is at least equal
      to the lesser of (i) the amount necessary to compensate for any damage or loss
      to the improvements which are a part of such property on a replacement cost
      basis or (ii) the outstanding principal balance of the Mortgage Loan. If the
      Mortgaged Property is in an area identified on a flood hazard map or flood
      insurance rate map issued by the Federal Emergency Management Agency as having
      special flood hazards (and such flood insurance has been made available), a
      flood insurance policy meeting the requirements of the current guidelines of
      the
      Federal Insurance Administration is in effect. All such insurance policies
      contain a standard mortgagee clause naming the originator of the Mortgage Loan,
      its successors and assigns as mortgagee and the Seller has not engaged in any
      act or omission which would impair the coverage of any such insurance policies.
      Except as may be limited by applicable law, the Mortgage obligates the Mortgagor
      thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
      and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
      to maintain such insurance at Mortgagor’s cost and expense and to seek
      reimbursement therefor from the Mortgagor;

     

    (viii)  Each
      Mortgage Loan and the related Prepayment Charge (other than a Prepayment Charge
      related to a WAMU Mortgage Loan), if any, complied in all material respects
      with
      any and all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, anti-predatory lending, real estate
      settlement procedures, consumer credit protection, equal credit opportunity,
      fair housing or disclosure laws applicable to the origination and servicing
      of
      the Mortgage Loans and the consummation of the transactions contemplated hereby
      will not involve the violation of any such laws;

     

    
      
        
        

      

      
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    (ix)  Except
      as
      otherwise set forth in the Mortgage File, the Mortgage has not been satisfied,
      cancelled, subordinated (other than with respect to second lien Mortgage Loans,
      the subordination to the first lien) or rescinded, in whole or in part, and
      the
      Mortgaged Property has not been released from the lien of the Mortgage, in
      whole
      or in part, nor has any instrument been executed that would effect any such
      satisfaction, cancellation, subordination, rescission or release;

     

    (x)  The
      Mortgage was recorded or was submitted for recording in accordance with all
      applicable laws and is a valid, existing and enforceable first or second lien
      on
      the Mortgaged Property including all improvements on the Mortgaged
      Property;

     

    (xi)  The
      Mortgage Note and the related Mortgage are genuine and each is the legal, valid
      and binding obligation of the maker thereof, insured under the related title
      policy, and enforceable in accordance with its terms, except to the extent
      that
      the enforceability thereof may be limited by a bankruptcy, insolvency or
      reorganization;

     

    (xii)  The
      Seller is the sole legal, beneficial and equitable owner of the Mortgage Note
      and the Mortgage and has the full right to convey, transfer and sell the
      Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien
      (other than with respect to second lien Mortgage Loans, the subordination to
      the
      related first lien mortgage loan), pledge, charge, claim or security interest
      and immediately upon the sale, assignment and endorsement of the Mortgage Loans
      from the Seller to the Purchaser, the Purchaser shall have good and indefeasible
      title to and be the sole legal owner of the Mortgage Loans subject only to
      any
      encumbrance, equity, lien, pledge, charge, claim or security interest arising
      out of the Purchaser’s actions;

     

    (xiii)  Each
      Mortgage Loan is covered by a valid and binding American Land Title Association
      lender’s title insurance policy or other generally acceptable form of policy of
      insurance acceptable to Fannie Mae or Freddie Mac, in either case, issued by
      a
      title insurer qualified to do business in the jurisdiction where the Mortgaged
      Property is located. Except as set forth in the related Mortgage File, no claims
      have been filed under such lender’s title insurance policy, and the Seller has
      not done, by act or omission, anything that would impair the coverage of the
      lender’s title insurance policy;

     

    (xiv)  Except
      with respect to the Delinquent/Plan Mortgage Loans, there is no material
      default, breach, violation or event of acceleration existing under the Mortgage
      or the Mortgage Note and no event which, with the passage of time or with notice
      and the expiration of any grace or cure period, would constitute a material
      default, breach, violation or event of acceleration, and the Seller has not,
      nor
      has its predecessors, waived any material default, breach, violation or event
      of
      acceleration;

     

    (xv)  Except
      as
      set forth in the related Mortgage Files, there are no mechanics’ or similar
      liens or claims which have been filed for work, labor or material provided
      to
      the related Mortgaged Property prior to the origination of the Mortgage Loan
      which are or may be liens prior to, or equal or coordinate with, the lien of
      the
      related Mortgage, except as may be disclosed in the related title
      policy;

     

    
      
        
        

      

      
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    (xvi)  Approximately
      99.29% of the Mortgage Notes are payable on the first day of each month in
      monthly payments which (a) in the case of a fixed rate Mortgage Loans are
      sufficient to amortize the Mortgage Loan fully by the stated maturity date
      over
      an original term from commencement of amortization to not more than 30 years,
      (b) in the case of adjustable rate Mortgage Loans, are changed on each
      adjustment date, and in any case are sufficient to amortize the Mortgage Loan
      fully by the stated maturity date over an original term from commencement of
      amortization to not more than 40 years and (c) in the case of balloon Mortgage
      Loans, are based on a set amortization schedule of not more than 30 years,
      as
      set forth in the related Mortgage Note, and include a final monthly payment
      substantially greater than the preceding monthly payment which is sufficient
      to
      amortize the remaining principal balance of such balloon Mortgage Loan. Other
      than with respect to Simple Interest Mortgage Loans, interest is calculated
      on
      each Mortgage Loan on a 30/360 basis. Interest is payable on each Mortgage
      Loan
      in arrears. Except for 11.95% of the Mortgage Loans (measured by the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date), no Mortgage
      Loan is a balloon loan. Except for 0.37% of the Mortgage Loans (measured by
      aggregate principal balance of the Mortgage Loans as of the Cut-Off Date),
      no
      Mortgage Loan permits negative amortization;

     

    (xvii)  The
      servicing practices used in connection with the servicing of the Mortgage Loans
      have been in all respects reasonable and customary in the mortgage servicing
      industry of like mortgage loan servicers, servicing similar sub prime mortgage
      loans originated in the same jurisdiction as the Mortgaged
      Property;

     

    (xviii)  At
      the
      time of origination of the Mortgage Loan there was no proceeding pending for
      the
      total or partial condemnation of the Mortgaged Property and, as of the date
      such
      Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
      knowledge there is no proceeding pending for the total or partial condemnation
      of the Mortgaged Property;

     

    (xix)  The
      Mortgage and related Mortgage Note contain customary and enforceable provisions
      such as to render the rights and remedies of the holder thereof adequate for
      the
      realization against the Mortgaged Property of the benefits of the security
      provided thereby, including, (a) in the case of a Mortgage designated as a
      deed
      of trust, by trustee’s sale, and (b) otherwise by judicial
      foreclosure;

     

    (xx)  The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the related Mortgage referred to in subsection (x) above;

     

    (xxi)  In
      the
      event the Mortgage constitutes a deed of trust, a trustee, duly qualified under
      applicable law to serve as such, has been properly designated and currently
      so
      serves and is named in the Mortgage, and no fees or expenses are or will become
      payable by the Seller to the trustee under the deed of trust, except in
      connection with a trustee’s sale after default by the Mortgagor;

     

    
      
        
        

      

      
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    (xxii)  At
      the
      time of origination and except as otherwise set forth in the related Mortgage
      Files, the Mortgage Loan is not subject to any valid right of rescission,
      set-off, counterclaim or defense, including without limitation the defense
      of
      usury, nor will the operation of any of the terms of the Mortgage Note or the
      Mortgage, or the exercise of any right thereunder, render either the Mortgage
      Note or the Mortgage unenforceable, in whole or in part, or subject to any
      such
      right of rescission, set-off, counterclaim or defense, including without
      limitation the defense of usury, and no such right of rescission, set-off,
      counterclaim or defense has been asserted with respect thereto;

     

    (xxiii)  To
      the
      best of the Seller’s knowledge, the Mortgaged Property is free of material
      damage and in good repair, excepting therefrom any Mortgage Loan subject to
      an
      escrow withhold as shown on the Closing Schedule;

     

    (xxiv)  All
      of
      the improvements which were included in determining the appraised value of
      the
      Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
      no improvements on adjoining properties encroach upon the Mortgaged Property,
      excepting therefrom: (i) any encroachment insured against in the lender’s title
      insurance policy identified in subsection (xiii), (ii) any encroachment
      generally acceptable to sub prime mortgage loan originators doing business
      in
      the same jurisdiction as the Mortgaged Property, and (iii) any encroachment
      which does not materially interfere with the benefits of the security intended
      to be provided by such Mortgage;

     

    (xxv)  All
      parties to the Mortgage Note had the legal capacity to execute the Mortgage
      Note
      and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
      by such parties;

     

    (xxvi)  To
      the
      best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
      no appraised improvement located on or being part of the Mortgaged Property
      was
      in violation of any applicable zoning law or regulation and all inspections,
      licenses and certificates required in connection with the origination of any
      Mortgage Loan with respect to the occupancy of the Mortgaged Property, have
      been
      made or obtained from the appropriate authorities;

     

    (xxvii)  No
      Mortgagor has notified the Seller of any relief requested or allowed under
      the
      Servicemembers Civil Relief Act;

     

    (xxviii)  All
      parties which have held an interest in the Mortgage Loan are (or during the
      period in which they held and disposed of such interest, were) (1) in compliance
      with any and all applicable licensing requirements of the state wherein the
      Mortgaged Property is located, (2) organized under the laws of such state,
      (3)
      qualified to do business in such state, (4) a federal savings and loan
      association or national bank, (5) not doing business in such state, or (6)
      exempt from the applicable licensing requirements of such state;

     

    (xxix)  Except
      as
      otherwise disclosed by the Seller, the Mortgage File contains an appraisal
      of
      the related Mortgaged Property which was made prior to the approval of the
      Mortgage Loan by a qualified appraiser, duly appointed by the related originator
      and was made in accordance with the Financial Institutions Reform, Recovery,
      and
      Enforcement Act of 1989 and the Uniform Standards of Professional Appraisal
      Practice;

     

    
      
        
        

      

      
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    (xxx)  Except
      as
      may otherwise be limited by applicable law, the Mortgage contains an enforceable
      provision for the acceleration of the payment of the unpaid principal balance
      of
      the Mortgage Loan in the event that the Mortgaged Property is sold or
      transferred without the prior written consent of the Mortgagee
      thereunder;

     

    (xxxi)  The
      Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially paid
      with
      funds deposited in a separate account established by the related originator,
      the
      Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
      than
      the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
      the Mortgage loan does not have a shared appreciation or other contingent
      interest feature;

     

    (xxxii)  To
      the
      best of the Seller’s knowledge there is no action or proceeding directly
      involving the Mortgaged Property presently pending in which compliance with
      any
      environmental law, rule or regulation is at issue and the Seller has received
      no
      notice of any condition at the Mortgaged Property which is reasonably likely
      to
      give rise to an action or proceeding in which compliance with any environmental
      law, rule or regulation is at issue;

     

    (xxxiii)  Each
      Mortgage Loan is an obligation which is principally secured by an interest
      in
      real property within the meaning of Treasury Regulation section
      1.860G-2(a);

     

    (xxxiv)  Each
      Mortgage Loan is directly secured by a first or second lien on, and consists
      of
      vacant land or a single parcel of, real property with a detached one-to-four
      family residence erected thereon, a townhouse or an individual condominium
      unit
      in a condominium project, an individual unit in a planned unit development
      (“PUD”). No residence or dwelling is a mobile home or a manufactured dwelling
      unless it is an Acceptable Manufactured Dwelling (as defined herein). An
“Acceptable Manufactured Dwelling” is a manufactured dwelling, which is
      permanently affixed to a foundation and treated as “real estate” under
      applicable law. No Mortgaged Property is used for commercial purposes. Mortgaged
      Properties which contain a home office shall not be considered as being used
      for
      commercial purposes as long as the Mortgaged Property has not been altered
      for
      commercial purposes and is not storing any chemicals or raw materials other
      than
      those commonly used for homeowner repair, maintenance and/or household
      purposes;

     

    (xxxv)  The
      Mortgage Interest Rate with respect to the Adjustable Rate Mortgage Loans is
      subject to adjustment at the time and in the amounts as are set forth in the
      related Mortgage Note;

     

    (xxxvi)  No
      Mortgage Loan contains a provision whereby the Mortgagor can convert an
      Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

     

    (xxxvii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
“high
      cost”, “covered” (excluding home loans defined as “covered home loans” in the
      New Jersey Home Ownership Security Act of 2002 that were originated between
      November 26, 2003 and July 7, 2004) or “predatory” loan under any other federal,
      state or local law (or a similarly classified loan using different terminology
      under a law imposing heightened regulatory scrutiny or additional legal
      liability for residential mortgage loans having high interest rates, points
      and/or fees) including, but not limited to, the States of Georgia or North
      Carolina, or the City of New York;

     

    
      
        
        

      

      
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    (xxxviii)  There
      is
      no Mortgage Loan that was originated or modified on or after October 1, 2002
      and
      before March 7, 2003, which is secured by property located in the State of
      Georgia. There is no such Mortgage Loan underlying the Certificate that was
      originated on or after March 7, 2003, which is a “high cost home loan” as
      defined under the Georgia Fair Lending Act;

     

    (xxxix)  With
      respect to any Mortgage Loan that is secured by a second lien on the related
      Mortgaged Property, either (a) no consent for the Mortgage Loan is required
      by
      the holder of any related senior lien or (b) such consent has been obtained
      and
      is contained in the Mortgage File;

     

    (xl)  With
      respect to a Mortgage Loan which is a second lien, as of the date hereof, the
      Seller has not received a notice of default of a senior lien on the related
      Mortgaged Property which has not been cured;

     

    (xli)  No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
      seq.);

     

    (xlii)  No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the Massachusetts
      Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws
      Ch. 183C)

     

    (xliii)  No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.);

     

    (xliv)  No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.);

     

    (xlv)  There
      is
      no Mortgage Loan that (a) is secured by property located in the State of
      Kentucky; (b) was originated on or after June 24, 2003 and (c) is a “high cost
      home loan” as defined under Kentucky State Statute KRS 360.100, effective as of
      June 24, 2003;

     

    (xlvi)  No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then current Standard & Poor’s LEVELS®
      Glossary
      which is now Version 5.7 Revised, Appendix E (attached hereto as Exhibit 2));
      

     

    (xlvii)  No
      Loan
      secured by property located in the State of Indiana is a high-cost home loan
      as
      defined in the Indiana High Cost Home Loan Act; 

     

    (xlviii)  There
      is
      no Mortgage Loan that (a) is secured by property located in the State of
      Arkansas, (b) has a note date on or after July 16, 2003 and (c) is a “high cost
      home loan” as defined under the Arkansas Home Loan Protection Act, effective as
      of July 16, 2003; and

     

    
      
        
        

      

      
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    (xlix)  No
      proceeds from any Mortgage Loan were used to purchase single premium credit
      insurance policies as part of the origination of, or as a condition to closing,
      such Mortgage Loan.

     

    SECTION
      7.  Repurchase
      Obligation for Defective Documentation and for Breach of Representation and
      Warranty.

     

    (a)  The
      representations and warranties contained in Section 6 shall not be impaired
      by
      any review and examination of loan files or other documents evidencing or
      relating to the Mortgage Loans or any failure on the part of the Seller or
      the
      Purchaser to review or examine such documents and shall inure to the benefit
      of
      any assignee, transferee or designee of the Purchaser, including the Trustee
      for
      the benefit of the Certificateholders. With respect to the representations
      and
      warranties contained herein as to which the Seller has no knowledge, if it
      is
      discovered that the substance of any such representation and warranty was
      inaccurate as of the date such representation and warranty was made or deemed
      to
      be made, and such inaccuracy materially and adversely affects the value of
      the
      related Mortgage Loan or the interest therein of the Purchaser or the
      Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
      knowledge by the Seller with respect to the substance of such representation
      and
      warranty being inaccurate at the time the representation and warranty was made,
      the Seller shall take such action described in the following paragraph in
      respect of such Mortgage Loan. 

     

    Except
      with respect to the defects set forth on Schedule
      A
      attached
      hereto, upon discovery by the Seller, the Purchaser or any assignee, transferee
      or designee of the Purchaser of any materially defective document in, or that
      any material document was not transferred by the Seller, as listed on a
      Custodian’s preliminary exception report, as described in the related Custodial
      Agreement, as part of any Mortgage File, or of a breach of any of the
      representations and warranties contained in Section 6 that materially and
      adversely affects the value of any Mortgage Loan or the interest therein of
      the
      Purchaser or the Purchaser’s assignee, transferee or designee, the party
      discovering such breach shall give prompt written notice to the Seller. Within
      60 days of its discovery or its receipt of notice of any such missing
      documentation that was not transferred by the Seller as described above, or
      of
      materially defective documentation, or any such breach of a representation
      and
      warranty, the Seller promptly shall deliver such missing document or cure such
      defect or breach in all material respects or, in the event the Seller cannot
      deliver such missing document or cannot cure such defect or breach, the Seller
      shall, within 90 days of its discovery or receipt of notice of any such missing
      or materially defective documentation or of any such breach of a representation
      and warranty, either (i) repurchase the affected Mortgage Loan at the Purchase
      Price (as such term is defined in the Pooling and Servicing Agreement) or (ii)
      pursuant to the provisions of the Pooling and Servicing Agreement, cause the
      removal of such Mortgage Loan from the Trust Fund and substitute one or more
      Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule
      to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement
      and the Pooling and Servicing Agreement. The Seller shall deliver to the
      Purchaser such amended Closing Schedule and shall deliver such other documents
      as are required by this Agreement or the Pooling and Servicing Agreement within
      five (5) days of any such amendment. Any repurchase pursuant to this Section
      7(a) shall be accomplished by transfer to an account designated by the Purchaser
      of the amount of the Purchase Price in accordance with Section 2.03 of the
      Pooling and Servicing Agreement. Any repurchase required by this Section shall
      be made in a manner consistent with Section 2.03 of the Pooling and Servicing
      Agreement.

     

    
      
        
        

      

      
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    (b)  If
      the
      representation made by the Seller in Section 5(xiii) is breached, the Seller
      shall not have the right or obligation to cure, substitute or repurchase the
      affected Mortgage Loan but shall remit to the related Servicer for deposit
      in
      the Collection Account or the related Custodial Account, as applicable, prior
      to
      the next succeeding Servicer Remittance Date, the amount of the Prepayment
      Charge indicated on the applicable part of the Closing Schedule to be due from
      the Mortgagor in the circumstances less any amount collected and remitted to
      such Servicer for deposit into the Collection Account or the related Custodial
      Account.

     

    (c)  It
      is
      understood and agreed that the obligations of the Seller set forth in this
      Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
      pursuant to Section 7(b)) constitute the sole remedies of the Purchaser against
      the Seller respecting a missing document or a breach of the representations
      and
      warranties contained in Section 6.

     

    SECTION
      8.  Closing;
      Payment for the Mortgage Loans.The
      closing of the purchase and sale of the Mortgage Loans
      and the
      Cap Agreement,
      shall
      be held at the New York City office of Thacher Proffitt & Wood llp
      at 10:00
      a.m. New York City time on the Closing Date.

     

    The
      closing shall be subject to each of the following conditions:

     

    (a)  All
      of
      the representations and warranties of the Seller under this Agreement shall
      be
      true and correct in all material respects as of the date as of which they are
      made and no event shall have occurred which, with notice or the passage of
      time,
      would constitute a default under this Agreement;

     

    (b)  The
      Purchaser shall have received, or the attorneys of the Purchaser shall have
      received in escrow (to be released from escrow at the time of closing), all
      closing documents as specified in Section 9 of this Agreement, in such forms
      as
      are agreed upon and acceptable to the Purchaser, duly executed by all
      signatories other than the Purchaser as required pursuant to the respective
      terms thereof;

     

    (c)  The
      Seller shall have delivered or caused to be delivered and released to the
      Purchaser or to its designee, all documents (including without limitation,
      the
      Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section
      2.01 of the Pooling and Servicing Agreement; and

     

    (d)  All
      other
      terms and conditions of this Agreement and the Pooling and Servicing Agreement
      shall have been complied with.

     

    Subject
      to the foregoing conditions, the Purchaser shall deliver or cause to be
      delivered to the Seller on the Closing Date, against delivery and release by
      the
      Seller to the Trustee of all documents required pursuant to the Pooling and
      Servicing Agreement, the consideration for the Mortgage Loans as specified
      in
      Section 3 of this Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    SECTION
      9.  Closing
      Documents.
      Without
      limiting the generality of Section 8 hereof, the closing shall be subject to
      delivery of each of the following documents:

     

    (a)  An
      Officers’ Certificate of the Seller, dated the Closing Date, upon which the
      Purchaser and DBSI may rely with respect to certain facts regarding the sale
      of
      the Mortgage Loans by the Seller to the Purchaser;

     

    (b)  An
      Opinion of Counsel of the Seller, dated the Closing Date and addressed to the
      Purchaser and DBSI;

     

    (c)  Such
      opinions of counsel as the Rating Agencies or the Trustee may request in
      connection with the sale of the Mortgage Loans by the Seller to the Purchaser
      or
      the Seller’s execution and delivery of, or performance under, this Agreement;
      and

     

    (d)  Such
      further information, certificates, opinions and documents as the Purchaser
      or
      DBSI may reasonably request.

     

    SECTION
      10.  Costs.
      The
      Seller shall pay (or shall reimburse the Purchaser or any other Person to the
      extent that the Purchaser or such other Person shall pay) all costs and expenses
      incurred in connection with the transfer and delivery of the Mortgage Loans,
      including without limitation, fees for title policy endorsements and
      continuations, the fees and expenses of the Seller’s accountants and attorneys,
      the costs and expenses incurred in connection with producing any Servicer’s loan
      loss, foreclosure and delinquency experience, and the costs and expenses
      incurred in connection with obtaining the documents referred to in Sections
      9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
      reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
      the Certificates, the free writing prospectus, the prospectus and prospectus
      supplement, and any private placement memorandum relating to the Certificates
      and other related documents, the initial fees, costs and expenses of the
      Trustee, the fees and expenses of the Purchaser’s counsel in connection with the
      preparation of all documents relating to the securitization of the Mortgage
      Loans, the filing fee charged by the Commission for registration of the
      Certificates and the fees charged by any rating agency to rate the
      Certificates.  All other costs and expenses in connection with the
      transactions contemplated hereunder shall be borne by the party incurring such
      expense.

     

    SECTION
      11.  Servicing.
      Each
      Mortgage Loan will be master serviced by the Master Servicer under the Pooling
      and Servicing Agreement and serviced by the related Servicer on behalf of the
      Trust under the Pooling and Servicing Agreement or under the SPS Servicing
      Agreement, IndyMac Servicing Agreement or Washington Mutual Servicing Agreement,
      as applicable, and the Seller has represented to the Purchaser that the Mortgage
      Loans are not subject to any other servicing agreements with third parties.
      It
      is understood and agreed between the Seller and the Purchaser that the Mortgage
      Loans are to be delivered free and clear of any servicing agreements (other
      than
      the SPS Servicing Agreement, IndyMac Servicing Agreement and Washington Mutual
      Servicing Agreement, each of which will be assigned to the Purchaser as of
      the
      date hereof). Neither the Purchaser nor any affiliate of the Purchaser is
      servicing the Mortgage Loans under any such servicing agreement and,
      accordingly, neither the Purchaser nor any affiliate of the Purchaser is
      entitled to receive any fee for releasing the Mortgage Loans from any such
      servicing agreement. The Seller shall arrange for the orderly transfer of such
      servicing to the related Servicers. For so long as the Master Servicer master
      services a Mortgage Loan and the related Servicers service such Mortgage Loan,
      the Master Servicer shall be entitled to the Master Servicing Fee and the
      Servicer shall be entitled to the servicing fee with respect to such Mortgage
      Loan and such other payments as provided for under the terms of the Pooling and
      Servicing Agreement and the SPS Servicing Agreement, IndyMac Servicing Agreement
      or Washington Mutual Servicing Agreement, as applicable.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    SECTION
      12.  Mandatory
      Delivery; Grant of Security Interest.  The
      sale and delivery on the Closing Date of the Mortgage Loans (exclusive of the
      Servicing Rights) described on the Closing Schedule in accordance with the
      terms
      and conditions of this Agreement is mandatory.  It is specifically
      understood and agreed that each Mortgage Loan is unique and identifiable on
      the
      date hereof and that an award of money damages would be insufficient to
      compensate the Purchaser for the losses and damages incurred by the Purchaser
      in
      the event of the Seller’s failure to deliver the Mortgage Loans on or before the
      Closing Date.  The Seller hereby grants to the Purchaser a lien on and
      a continuing security interest in the Seller’s interest in each Mortgage Loan
      and each document and instrument evidencing each such Mortgage Loan to secure
      the performance by the Seller of its obligation hereunder, and the Seller agrees
      that it holds such Mortgage Loans in custody for the Purchaser, subject to
      the
      Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
      the extent permitted by this Agreement and (ii) obligation to deliver or cause
      to be delivered the consideration for the Mortgage Loans pursuant to Section
      8
      hereof.  Any Mortgage Loans rejected by the Purchaser shall
      concurrently therewith be released from the security interest created
      hereby.  All rights and remedies of the Purchaser under this Agreement
      are distinct from, and cumulative with, any other rights or remedies under
      this
      Agreement or afforded by law or equity and all such rights and remedies may
      be
      exercised concurrently, independently or successively.

     

    Notwithstanding
      the foregoing, if on the Closing Date, each of the conditions set forth in
      Section 8 hereof shall have been satisfied and the Purchaser shall not have
      paid
      or caused to be paid the Purchase Price, or any such condition shall not have
      been waived or satisfied and the Purchaser determines not to pay or cause to
      be
      paid the Purchase Price, the Purchaser shall immediately effect the redelivery
      of the Mortgage Loans, if delivery to the Purchaser has occurred, and the
      security interest created by this Section 12 shall be deemed to have been
      released.

     

    SECTION
      13.  Notices.  All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered to or mailed by
      registered mail, postage prepaid, or transmitted by fax and, receipt of which
      is
      confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
      AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
      28211, fax: (704) 365-1362, Attention: Juliana Johnson, with a copy to Deutsche
      Bank Securities, Inc., 60 Wall Street, New York, NY 10005, Attention: Legal
      Department, or such other address as may hereafter be furnished to the
      Seller in writing by the Purchaser; and if to the Seller, addressed to the
      Seller at 60 Wall Street, New York, New York 10005, fax: (212) 250-2740,
      Attention:  Michael Commaroto, or to such other address as the Seller
      may designate in writing to the Purchaser.

     

    SECTION
      14.  Severability
      of Provisions.  Any
      part, provision, representation or warranty of this Agreement that is prohibited
      or that is held to be void or unenforceable shall be ineffective to the extent
      of such prohibition or unenforceability without invalidating the remaining
      provisions hereof.  Any part, provision, representation or warranty of
      this Agreement that is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction.  To the extent
      permitted by applicable law, the parties hereto waive any provision of law
      which
      prohibits or renders void or unenforceable any provision hereof.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    SECTION
      15.  Agreement
      of Parties.  The
      Seller and the Purchaser each agree to execute and deliver such instruments
      and
      take such actions as either of the others may, from time to time, reasonably
      request in order to effectuate the purpose and to carry out the terms of this
      Agreement and the Pooling and Servicing Agreement.

     

    SECTION
      16.  Survival.  The
      Seller agrees that the representations, warranties and agreements made by it
      herein and in any certificate or other instrument delivered pursuant hereto
      shall be deemed to be relied upon by the Purchaser, notwithstanding any
      investigation heretofore or hereafter made by the Purchaser or on its behalf,
      and that the representations, warranties and agreements made by the Seller
      herein or in any such certificate or other instrument shall survive the delivery
      of and payment for the Mortgage Loans and shall continue in full force and
      effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
      Notes and notwithstanding subsequent termination of this Agreement, the Pooling
      and Servicing Agreement or the Trust Fund.

     

    SECTION
      17.  GOVERNING
      LAW.  THIS
      AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
      PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
      YORK.  THE
      PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
      GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

     

    SECTION
      18.  Miscellaneous.
      This
      Agreement may be executed in two or more counterparts, each of which when so
      executed and delivered shall be an original, but all of which together shall
      constitute one and the same instrument.  This Agreement shall inure to
      the benefit of and be binding upon the parties hereto and their respective
      successors and assigns.  This Agreement supersedes all prior
      agreements and understandings relating to the subject matter
      hereof.  Neither this Agreement nor any term hereof may be changed,
      waived, discharged or terminated orally, but only by an instrument in writing
      signed by the party against whom enforcement of the change, waiver, discharge
      or
      termination is sought.  The headings in this Agreement are for
      purposes of reference only and shall not limit or otherwise affect the meaning
      hereof.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      (exclusive of the Servicing Rights) and the Cap Agreement by the Seller to
      the
      Purchaser as provided in Section 4 hereof be, and be construed as, a sale of
      the
      Mortgage Loans and the Cap Agreement by the Seller to the Purchaser and not
      as a
      pledge of the Mortgage Loans or the Cap Agreement by the Seller to the Purchaser
      to secure a debt or other obligation of the Seller. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      and
      the Cap Agreement are held to be property of the Seller, then (a) it is the
      express intent of the parties that such conveyance be deemed a pledge of the
      Mortgage Loans and the Cap Agreement by the Seller to the Purchaser to secure
      a
      debt or other obligation of the Seller and (b) (1) this Agreement shall also
      be
      deemed to be a security agreement within the meaning of Articles 8 and 9 of
      the
      New York Uniform Commercial Code; (2) the conveyance provided for in Section
      4
      hereof shall be deemed to be a grant by the Seller to the Purchaser of a
      security interest in all of the Seller’s right, title and interest in and to the
      Mortgage Loans and the Cap Agreement and all amounts payable to the holders
      of
      the Mortgage Loans and the Cap Agreement in accordance with the terms thereof
      and all proceeds of the conversion, voluntary or involuntary, of the foregoing
      into cash, instruments, securities or other property, including without
      limitation all amounts, other than investment earnings, from time to time held
      or invested in the Collection Account or the related Custodial Account whether
      in the form of cash, instruments, securities or other property; (3) the
      possession by the Purchaser or its agent of Mortgage Notes, the related
      Mortgages and such other items of property that constitute instruments, money,
      negotiable documents or chattel paper shall be deemed to be “possession by the
      secured party” for purposes of perfecting the security interest pursuant to
      Section 9-305 of the New York Uniform Commercial Code; and (4) notifications
      to
      persons holding such property and acknowledgments, receipts or confirmations
      from persons holding such property shall be deemed notifications to, or
      acknowledgments, receipts or confirmations from, financial intermediaries,
      bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
      such security interest under applicable law. Any assignment of the interest
      of
      the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
      assignment of any security interest created hereby. The Seller and the Purchaser
      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 Mortgage Loans and the Cap Agreement, 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 this
      Agreement and the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SECTION
      19.  Third
      Party Beneficiary.  The
      parties hereto acknowledge and agree that DBSI and each of its respective
      successors and assigns shall have all the rights of a third-party beneficiary
      in
      respect of Section 12 of this Agreement and shall be entitled to rely upon
      and
      directly enforce the provisions of Section 12 of this Agreement.

     

    [signature
      page to follow]

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
      signed by their respective officers thereunto duly authorized as of the date
      first above written.

     

    
      	 	 	 
	 	
              DB
                STRUCTURED PRODUCTS, INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Ernie
              Calabrese
	 	
              
Name:
              Ernie Calabrese
	 	Title: Director


    

    
      	 	 	 
	 	By:  	/s/ Susan
              Valenti
	 	
              
Name:
              Susan Valenti 
	 	Title:
              Director 


    

    
      	 	 	 
	 	ACE
              SECURITIES
              CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Evelyn
              Echevarria
	 	
              
Name:
              Evelyn Echevarria
	 	Title: Vice
              President 


    

    
      	 	 	 
	 	By:  	/s/ Doris
              J.Hearn
	 	
              
Name:
              Doris J. Hearn
	 	Title: Vice
              President


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      1

     

    Loan
      #:
 

    Borrower:
       

     

    LOST
      NOTE
      AFFIDAVIT

     

    I,
      as
      _____________________ of ____________________, a _______________ am authorized
      to make this Affidavit on behalf of __________________ (the “Seller”). In
      connection with the administration of the Mortgage Loans held by
      ______________________, a _______________ [corporation] as Seller on behalf
      of
      ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

     

    1. The
      Seller’s address is:     

     

     

    


    2. The
      Seller previously delivered to the Purchaser a signed Initial Certification
      with
      respect to such Mortgage and/or Assignment of Mortgage;

     

    3. Such
      Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
      Purchaser by __________________, a    
      pursuant
      to the terms and provisions of a Mortgage Loan Purchase Agreement dated as
      of
      _____________;

     

    4. Such
      Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant to
      a
      request for release of Documents;

     

    5. Aforesaid
      Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
      lost;

     

    6. Deponent
      has made or caused to be made a diligent search for the Original and has been
      unable to find or recover same;

     

    7. The
      Seller was the Seller of the Original at the time of the loss; and

     

    8. Deponent
      agrees that, if said Original should ever come into Seller’s possession, custody
      or power, Seller will immediately and without consideration surrender the
      Original to the Purchaser.

     

    9. Attached
      hereto is a true and correct copy of (i) the Note, endorsed in blank by the
      Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
      the
      Note, which Mortgage or Deed of Trust is recorded in the county where the
      property is located.

     

    10. Deponent
      hereby agrees that the Seller (a) shall indemnify and hold harmless the
      Purchaser, its successors and assigns, against any loss, liability or damage,
      including reasonable attorney’s fees, resulting from the unavailability of any
      Notes, including but not limited to any loss, liability or damage arising from
      (i) any false statement contained in this Affidavit, (ii) any claim of any
      party
      that purchased a mortgage loan evidenced by the Lost Note or any interest in
      such mortgage loan, (iii) any claim of any borrower with respect to the
      existence of terms of a mortgage loan evidenced by the Lost Note on the related
      property to the fact that the mortgage loan is not evidenced by an original
      note
      and (iv) the issuance of a new instrument in lieu thereof (items (i) through
      (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
      Rating Agency in connection with placing such Lost Note into a securitization
      transaction, shall obtain a surety from an insurer acceptable to the applicable
      Rating Agency to cover any Losses with respect to such Lost Note.

     

    11. This
      Affidavit is intended to be relied upon by the Purchaser, its successors and
      assigns. Seller represents and warrants that is has the authority to perform
      its
      obligations under this Affidavit of Lost Note.

     

    Executed
      this _ day of _______, 200_.

    
      	 	 	 
	
            	
            	
              
  
	 	 	 
	 	By:  	 
	 	
              
Name:
	 	Title 


    

     

    On
      this
      __ day of ______, 200_, before me appeared ______________________ to me
      personally known, who being duly sworn did say that he is the
      _______________________ of ____________________, a ______________________ and
      that said Affidavit of Lost Note was signed and sealed on behalf of such
      corporation and said acknowledged this instrument to be the free act and deed
      of
      said entity.

     

    Signature:

     

    [Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      2

    APPENDIX
      E — Standard & Poor’s Predatory Lending Categories

     

    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set forth in those laws. Note that
      certain loans classified by the relevant statute as Covered are included in
      Standard & Poor’s High Cost Loan Category because they included thresholds
      and tests that are typical of what is generally considered High Cost by the
      industry. 

     

    Standard
      & Poor’s High Cost Loan Categorization 

     

    
      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                Arkansas

              	
                Home
                  Loan Protection Act, Ark. 

                Code
                  Ann. §§ 23-53-101 et
                  seq.

                Effective
                  July 16, 2003

              	
                High
                  Cost Home Loan

              
	
                Cleveland
                  Heights, OH

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et
                  seq.

                Effective
                  June 2, 2003

              	
                Covered
                  Loan

              
	
                Colorado

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et
                  seq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	
                Covered
                  Loan

              
	
                Connecticut

              	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§36a-746
                  et
                  seq.

                Effective
                  October 1, 2001

              	
                High
                  Cost Home Loan

              
	
                District
                  of Columbia

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et
                  seq.
                  

                Effective
                  for loans closed on or after January 28, 2003

              	
                Covered
                  Loan

              
	
                Florida

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et
                  seq.
                  

                Effective
                  October 2, 2002

              	
                High
                  Cost Home Loan 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Standard
          & Poor’s High Cost Loan Categorization 

      

       

      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                
                  Category
                    under Applicable Anti-Predatory Lending Law

                

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Fair
                  Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.

                Effective
                  for loans closed on or after March 7, 2003

              	
                High
                  Cost Home Loan

              
	
                HOEPA
                  Section 32

              	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

              	
                High
                  Cost Loan

              
	
                Illinois

              	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                  seq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	
                High
                  Risk Home Loan

              
	
                Kansas

              	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et
                  seq.

                Section16a-1-301
                  and 16a-3-207 became effective April 14, 1999; Section 16a-3-308a
                  became
                  effective July 1, 1999

              	
                High
                  Loan to Value Consumer Loan (id. § 16a-3-207) and;

              
	
                High
                  APR Consumer Loan (id. §16a-3-308a)

              
	
                Kentucky

              	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat §§360.100
                  et
                  seq.

                Effective
                  June 24, 2003

              	
                High
                  Cost Home Loan

              
	
                Maine

              	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
                  seq.

                Effective
                  September 29, 1995 and as amended from time to time

              	
                High
                  Rate High Fee Mortgage

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Standard
          & Poor’s High Cost Loan Categorization 

         

      

      
        	
                
                  State/Jurisdiction

                

              	
                
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                

              	
                
                  Category
                    under Applicable Anti-Predatory Lending Law

                

              
	
                Massachusetts

              	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et
                  seq.
                  and 209 C.M.R. §§ 40.01 et
                  seq.

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan

              
	
                Nevada

              	
                Assembly
                  Bill No. 284, Nev. Rev. Stat §§ 598D.010 et
                  seq.

                Effective
                  October 1, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                High
                  Cost Home Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                  seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	
                High
                  Cost Home Loan

              
	
                New
                  York

              	
                N.Y.
                  Banking Law Article 6-1

                Effective
                  for applications made on or after April 1, 2003

              	
                High
                  Cost Home Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et
                  seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                High
                  Cost Home Loan

              
	
                Ohio

              	
                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et
                  seq.

                Effective
                  May 24, 2002

              	
                Covered
                  Loan

              
	
                Oklahoma

              	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	
                Subsection
                  10 Mortgage

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Standard & Poor’s High Cost Loan Categorization


       

      
        	
                
                  State/Jurisdiction

                

              	
                
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                

              	
                
                  Category
                    under Applicable Anti-Predatory Lending Law

                

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et
                  seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                High
                  Cost Home Loan

              
	
                West
                  Virginia

              	
                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et
                  seq.

                Effective
                  June 5, 2002

              	
                West
                  Virginia Mortgage Loan Act
                  Loan

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Standard
      & Poor’s Covered Loan Categorization 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              Covered
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat §§ 46:10B-22
                et
                seq.

              Effective
                November 27, 2003 - July 5, 2004

            	
              Covered
                Home Loan

            


    

     

    


    Standard
      & Poor’s Home Loan Categorization 

     

    
      	
              State/Jurisdiction

            	
              Name
                of Anti-Predatory Lending Law/Effective Date

            	
              Category
                under Applicable Anti-Predatory Lending Law

            
	
              Georgia
                (Oct. 1, 2002 - Mar. 6, 2003)

            	
              Georgia
                Fain Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                seq.

              Effective
                October 1, 2002 - March 6, 2003

            	
              Home
                Loan

            
	
              New
                Jersey

            	
              New
                Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat §§ 46:10B-22
                et
                seq.

              Effective
                for loans closed on or after November 27, 2003

            	
              Home
                Loan

            
	
              New
                Mexico

            	
              Home
                Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                seq.

              Effective
                as of January 1, 2004; Revised as of February 26, 2004

            	
              Home
                Loan

            
	
              North
                Carolina

            	
              Restrictions
                and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                et
                seq.

              Effective
                July 1, 2000; amended October 1, 2003 (adding open-end lines of
                credit)

            	
              Consumer
                Home Loan

            
	
              South
                Carolina

            	
              South
                Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann. §§ 37-23-10
                et
                seq.

              Effective
                for loans taken on or after January 1, 2004

            	
              Consumer
                Home Loan

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    DEFECTS
      SCHEDULE

    


    


    [PROVIDED
      UPON REQUEST]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      C

    


    WASHINGTON
      MUTUAL LOANS

    


    


    [PROVIDED
      UPON REQUEST]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      G

    


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

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the party identified
      as responsible for preparing the Securities Exchange Act Reports pursuant to
      Section 5.06(a)(ii). 

    


    Under
      Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
      included in the periodic Distribution Date statement under Section 5.02,
      provided by the Securities Administrator based on information received from
      the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the monthly statement, provided by the party
      indicated. Information under all other Items of Form 10-D is to be included
      in
      the Form 10-D report.

    
      

        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the distribution date for the asset-backed
                    securities.

                
	 	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	 	 	 	 	 	 	 
	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

                	 	 	 	 


        


        
          
             

          

          
            G-1

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

                	 	 	 	 


        


        
          
             

          

          
            G-2

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

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

                	 
	
                  (9)
                    Delinquency and loss information for the period.

                	
                  X

                	
                  X

                	
                  X

                   

                  (monthly
                    Statement)

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

                	
                  X

                	
                  X

                	 	 	 	 	 


        


        
          
             

          

          
            G-3

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

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

                	
                  X

                	
                  X

                	
                  X

                   

                  (monthly
                    Statement)

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

                	
                  X

                	
                  X

                	
                  X

                   

                  (monthly
                    Statement)

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

                	
                  X

                	
                  X

                	 	 	 	
                  X

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

                	 	 	
                  X

                   

                  (monthly
                    Statement)

                	 	 	 	 
	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, any pool asset changes (other than in
                    connection
                    with a pool asset converting into cash in accordance with its
                    terms), such
                    as additions or removals in connection with a prefunding or revolving
                    period and pool asset substitutions and repurchases (and purchase
                    rates,
                    if applicable), and cash flows available for future purchases,
                    such as the
                    balances of any prefunding or revolving accounts, if
                    applicable.

                	
                  X

                	
                  X

                	
                  X

                	 	 	 	
                  X

                


        


        
          
             

          

          
            G-4

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

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

                	 	 	 	 	 	 	
                  X

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

                   

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

                	 	 	 	 	 	 	
                  X

                
	
                  2

                	
                  Legal
                    Proceedings

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

                	 	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	 	 	
                  X

                	 	 
	
                  Issuing
                    entity

                	 	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  Securities
                    Administrator

                	 	 	
                  X

                	 	 	 	 
	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 	 


        


        
          
             

          

          
            G-5

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  3

                	
                  Sales
                    of Securities and Use of Proceeds

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

                   

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

                	 	 	 	 	 	
                  X

                	 
	
                  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)

                	 	 	
                  X

                	 	
                  X

                	 	 
	
                  5

                	
                  Submission
                    of Matters to a Vote of Security Holders

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

                	 	 	
                  X

                	 	
                  X

                	 	 
	
                  6

                	
                  Significant
                    Obligors of Pool Assets

                	 	 	 	 	 	 	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  *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.

                	 	 	 	 	 	 	 


        


        
          
             

          

          
            G-6

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  7

                	
                  Significant
                    Enhancement Provider Information

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

                	 	 	 	 	 	 	 
	
                  Determining
                    applicable disclosure threshold

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	 	 	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 	 	 	 	 	 	 
	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	 	
                  X

                	 
	
                  Determining
                    current significance percentage

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

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

                	 	 	 	 	 	 	 
	
                  8

                	
                  Other
                    Information

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

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

                


        


        
          
             

          

          
            G-7

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  9

                	
                  Exhibits

                	 	 	 	 	 	 	 
	
                  Distribution
                    report

                	 	 	
                  X

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

                	 	 	 	 	 	
                  X

                	 
	
                  8-K

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

                	 	 	 	 
	
                  1.01

                	
                  Entry
                    into a Material Definitive Agreement

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

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

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

                	
                  X

                	
                  X

                	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                
	
                  1.02

                	
                  Termination
                    of a Material Definitive Agreement

                	
                  X

                	
                  X

                	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a party)

                	
                  X
                    (if Master Servicer is not a
                    party)

                


        


        
          
             

          

          
            G-8

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  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.

                	 	 	 	 	 	 	 
	
                  1.03

                	
                  Bankruptcy
                    or Receivership

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

                   

                  Sponsor
                    (Seller), Depositor, Master Servicer, affiliated Servicer, other
                    Servicer
                    servicing 20% or more of pool assets at time of report, other
                    material
                    servicers, Certificate Administrator, Trustee, significant obligor,
                    credit
                    enhancer (10% or more), derivatives counterparty,
                    Custodian

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	
                  X 

                	
                  X 

                	
                  X

                
	
                  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 5.02 statement

                	 	
                  X

                	
                  X

                	 	 	 	 


        


        
          
             

          

          
            G-9

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  3.03

                	
                  Material
                    Modification to Rights of Security Holders

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

                	 	
                  X

                	
                  X

                	 	
                  X

                	
                  X

                	 
	
                  5.03

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

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

                	 	 	 	 	
                  X

                	
                  X

                	 
	
                  5.06

                	
                  Change
                    in Shell Company Status

                	 	 	 	 	 	 	 
	
                  [Not
                    applicable to ABS issuers]

                	 	 	 	 	 	
                  X

                	 
	
                  6.01

                	
                  ABS
                    Informational and Computational Material

                	 	 	 	 	 	 	 
	
                  [Not
                    included in reports to be filed under Section 3.18]

                	 	 	 	 	 	
                  X

                	 
	
                  6.02

                	
                  Change
                    of Servicer or Trustee

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

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	
                  X

                	 
	 	
                  Reg
                    AB disclosure about any new servicer (from entity appointing
                    new servicer)
                    or trustee (from Depositor) is also required.

                	
                  X

                	 	 	 	
                  X

                	
                  X

                	 


        


        
          
             

          

          
            G-10

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  6.03

                	
                  Change
                    in Credit Enhancement or Other External Support

                	
                   

                	
                   

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

                	
                   

                	
                   

                	
                  X

                	
                   

                	
                  X

                	
                  X

                	 
	 	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required

                	
                   

                	
                   

                	 	 	 	
                  X

                	 
	
                  6.04

                	
                  Failure
                    to Make a Required Distribution

                	
                   

                	
                   

                	
                  X

                	 	
                  X

                	 	 
	
                  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.

                	
                   

                	
                   

                	 	 	 	
                  X

                	
                   

                
	
                  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.

                	
                   

                	
                   

                	 	 	 	
                  X

                	 
	
                   

                
	
                  7.01

                	
                  Regulation
                    FD Disclosure

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	
                  X

                	
                  X

                


        


        
          
             

          

          
            G-11

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  8.01

                	
                  Other
                    Events

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

                	 	 	 	 	 	
                  X

                	 
	
                  9.01

                	
                  Financial
                    Statements and Exhibits

                	
                  The
                    Responsible Party applicable to reportable event.

                
	
                  10-K

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

                
	
                  9B

                	
                  Other
                    Information

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

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

                
	 	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	
                   

                	 	 	 	 	 	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	 	 	 	 	 	
                  X

                	
                  X

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

                	
                   

                	 	 	 	 	 	 
	
                  Determining
                    applicable disclosure threshold

                	
                   

                	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	
                   

                	 	
                  X

                	 	 	 	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information

                	 	 	 	 	 	 	 
	
                  Determining
                    current maximum probable exposure

                	
                   

                	 	 	 	 	
                  X

                	 
	 	 	
                  Determining
                    current significance percentage

                	 	 	
                  X

                	 	 	 	 
	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	
                   

                	 	
                  X

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

                	
                   

                	 	 	 	 	 	 


        


        
          
             

          

          
            G-12

            
              

            

          

          
             

          

        


        


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Securities
                    Administrator

                	
                  Custodian

                	
                  Trustee

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	 	 	
                  X

                	 	 
	
                  Issuing
                    entity

                	 	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  Securities
                    Administrator

                	 	 	
                  X

                	 	 	 	 
	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Custodian

                	 	 	 	
                  X

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

                	 	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	 	 	
                  X
                    (with respect to Item 1119(a) affiliations only)

                	 	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 	 
	
                  Securities
                    Administrator

                	 	 	
                  X

                	 	 	 	 
	
                  Originator

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Custodian

                	 	 	 	
                  X
                    (with respect to affiliations only)

                	 	 	 
	
                  Credit
                    Enhancer/Support Provider

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Significant
                    Obligor

                	 	 	 	 	 	
                  X

                	
                  X

                
	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 	 	 
	
                  Item
                    1123 - Servicer Compliance Statement

                	
                  X

                	
                  X

                	 	 	 	 	 


        

        


      

       

      
        
        

      

      
        G-13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SENT
      VIA FAX TO [_XXX)XXX-XXXX] AND VIA EMAIL TO [_________________] AND VIA
      OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW:

     

    Wells
      Fargo Bank, National Association as Securities Administrator

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Attn:
      Corporate Trust Services - ACE 2006-SD3 - SEC REPORT PROCESSING

     

    ACE
      Securities Corp.

    6525
      Morrison Boulevard, Suite 318

    Charlotte,
      North Carolina 28211

    Fax:
      (704) 365-1362)

    Attn:
      Juliana Johnson

     

    RE:
      **
      Additional Form [10-D][10-K][8-K] Disclosure** Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [__] of the Pooling and Servicing Agreement, dated
      as of [________] [__], 2006 among [_____________], as [______], [_____________],
      as [______], [_____________], as [______] and [_____________], as [______],
      the
      undersigned, as [______], hereby notifies you that certain events have come
      to
      our attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    


     

    


     

    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure: 

     

    


     

    Any
      inquiries related to this notification should be directed to [_____________],
      phone number: [______]; email address: [_________________].

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

    [NAME
      OF
      PARTY],

    as
      [role]

     

     

    By:
      _____________________

      
Name:

    Title:

     

    


    


    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

    


    ASSIGNMENT
      AGREEMENTS AND SERVICING AGREEMENTS

    


    


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    



    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    This
      Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made
      and entered into as of November 30, 2006 (the “Closing Date”), among DB
      Structured Products, Inc., having an address at 60 Wall Street, New York, New
      York 10005 (the “Assignor”), ACE
      Securities Corp., having an address at 6525 Morrison Boulevard, Suite 318,
      Charlotte, North Carolina 28211
      (the
“Assignee”), and IndyMac Bank, F.S.B., having an address at 3465 East Foothill
      Boulevard, Pasadena, California 91107 (the “Company” or the “Servicer”).


     

    In
      consideration of the mutual promises contained herein, the parties hereto agree
      that the residential mortgage loans listed on Attachment
      1
      annexed
      hereto (the “Assigned Loans”), which are now serviced by the Company on behalf
      of the Assignor and its successors and assigns pursuant to the Second Amended
      and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as
      of
      June 1, 2005, as amended and restated to and including July 1, 2006, between
      the
      Assignor and the Company (the “Servicing Agreement”), shall be sold by the
      Assignor to the Assignee pursuant to the Mortgage Loan Purchase Agreement,
      dated
      as of November 30, 2006 (the “MLPA”), between the Assignor and the Assignee and
      subject to the terms of this AAR Agreement. The Assignee intends to transfer
      all
      right, title and interest in and to the Assigned Loans to HSBC Bank USA,
      National Association, as trustee (the “Trustee”) for the holders of ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-SD3 Asset Backed
      Pass-Through Certificates
      (the
“Certificateholders”) pursuant to the Pooling
      and Servicing Agreement, dated as of October 31, 2006 (the “Pooling and
      Servicing Agreement”) among the Assignee, as depositor, the Trustee, Ocwen Loan
      Servicing, LLC as a servicer and Wells Fargo Bank, N.A., as master servicer
      (the
“Master Servicer”) and securities administrator.
      Capitalized terms used herein but not defined shall have the meanings ascribed
      to them in the Servicing Agreement.

     

    Assignment
      and Assumption

     

    
      	
              1.

            	
              Assignor
                hereby grants, transfers and assigns to Assignee all of the right,
                title
                and interest of Assignor in, to and under the Servicing Agreement
                as it
                relates to the servicing of the Assigned Loans. Assignor specifically
                reserves and does not assign to Assignee any right, title and interest
                in,
                to or under the Servicing Agreement, as it relates to loans other
                than the
                Assigned Loans set forth on Attachment
                1.
                Notwithstanding anything to the contrary contained herein, the Assignor
                specifically reserves and does not assign to the Assignee any right,
                title
                and interest in, to or under Subsections 7.04 and 7.05 of the Servicing
                Agreement, the representations and warranties contained in Subsections
                7.01 and 7.02 of the Servicing Agreement, the right to enforce the
                representations and warranties set forth in Section 7 of the Servicing
                Agreement against the Company, including, without limitation, the
                rights
                set forth in Subsections 7.03 of the Servicing Agreement or the right
                to
                negotiate a termination fee in connection with the termination of
                the
                Company pursuant to Subsection 14.01(x) of the Servicing
                Agrement.

            


    

     

    Representations,
      Warranties and Covenants

     

    
      	
              2.

            	
              Assignor
                warrants and represents to Assignee and Company as of the Closing
                Date:

            


    

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment
                2
                is
                a true and accurate copy of the Servicing Agreement, which agreement
                is in
                full force and effect as of the Closing Date and the provisions of
                which
                have not been waived, amended or modified in any respect, nor has
                any
                notice of termination been given
                thereunder;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Assignor
                was the lawful owner of the Assigned Loans with full right to transfer
                the
                Assigned Loans and any and all of its interests, rights and obligations
                under the Servicing Agreement as they relate to the Assigned Loans,
                free
                and clear from any and all claims and encumbrances; and upon the
                transfer
                of the Assigned Loans to Assignee under the MLPA, Assignee shall
                have good
                title to each and every Assigned Loan, as well as any and all of
                Assignor’s interests, rights and obligations under the Servicing Agreement
                as they relate to the Assigned Loans, free and clear of any and all
                liens,
                claims and encumbrances;

            


    

     

    
      	 	
              (c)

            	
              Assignor
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its incorporation, and has all requisite power
                and
                authority to acquire, own and sell the Assigned
                Loans;

            


    

     

    
      	 	
              (d)

            	
              Assignor
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Assignor’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Assignor’s certificate of incorporation or
                by-laws or any legal restriction, or any material agreement or instrument
                to which Assignor is now a party or by which it is bound, or result
                in the
                violation of any law, rule, regulation, order, judgment or decree
                to which
                Assignor or its property is subject. The execution, delivery and
                performance by Assignor of this AAR Agreement and the consummation
                by it
                of the transactions contemplated hereby, have been duly authorized
                by all
                necessary corporate action on the part of Assignor. This AAR Agreement
                has
                been duly executed and delivered by Assignor and, upon the due
                authorization, execution and delivery by Assignee and Company, will
                constitute the valid and legally binding obligation of Assignor
                enforceable against Assignor in accordance with its terms except
                as
                enforceability may be limited by bankruptcy, reorganization, insolvency,
                moratorium or other similar laws now or hereafter in effect relating
                to
                creditors’ rights generally, and by general principles of equity
                regardless of whether enforceability is considered in a proceeding
                in
                equity or at law; and

            


    

     

    
      	 	
              (e)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Assignor in connection with the execution, delivery or performance
                by Assignor of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby. Neither Assignor nor anyone acting
                on
                its behalf has offered, transferred, pledged, sold or otherwise disposed
                of the Assigned Loans or any interest in the Assigned Loans, or solicited
                any offer to buy or accept a transfer, pledge or other disposition
                of the
                Assigned Loans, or any interest in the Assigned Loans or otherwise
                approached or negotiated with respect to the Assigned Loans, or any
                interest in the Assigned Loans 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, which would constitute a distribution
                of the Assigned Loans under the Securities Act of 1933, as amended
                (the
                “1933 Act”)
                or
                which would render the disposition of the Assigned Loans a violation
                of
                Section 5 of the 1933 Act or require registration pursuant
                thereto.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Assignee
                warrants and represents to, and covenants with, Assignor and Company
                as of
                the Closing Date:

            


    

     

    
      	 	
              (a)

            	
              Assignee
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its incorporation and has all requisite power
                and
                authority to acquire, own and purchase the Assigned
                Loans;

            


    

     

    
      	 	
              (b)

            	
              Assignee
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Assignee’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Assignee’s certificate of incorporation or
                by-laws or any legal restriction, or any material agreement or instrument
                to which Assignee is now a party or by which it is bound, or result
                in the
                violation of any law, rule, regulation, order, judgment or decree
                to which
                Assignee or its property is subject. The execution, delivery and
                performance by Assignee of this AAR Agreement and the consummation
                by it
                of the transactions contemplated hereby, have been duly authorized
                by all
                necessary corporate action on the part of Assignee. This AAR Agreement
                has
                been duly executed and delivered by Assignee and, upon the due
                authorization, execution and delivery by Assignor and Company, will
                constitute the valid and legally binding obligation of Assignee
                enforceable against Assignee in accordance with its terms except
                as
                enforceability may be limited by bankruptcy, reorganization, insolvency,
                moratorium or other similar laws now or hereafter in effect relating
                to
                creditors’ rights generally, and by general principles of equity
                regardless of whether enforceability is considered in a proceeding
                in
                equity or at law;

            


    

     

    
      	 	
              (c)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Assignee in connection with the execution, delivery or performance
                by Assignee of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby;
                and

            


    

     

    
      	 	
              (d)

            	
              Assignee
                agrees to be bound by all of the terms, covenants and conditions
                of the
                Servicing Agreement with respect to the Assigned Loans, and from
                and after
                the Closing Date, Assignee assumes for the benefit of each of Assignor
                and
                Company all of Assignor’s obligations thereunder but solely with respect
                to such Assigned Loans.

            


    

     

    
      	
              4.

            	
              Company
                warrants and represents to, and covenants with, Assignor and Assignee
                (unless otherwise specified) as of the Closing
                Date:

            


    

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment
                2
                is
                a true and accurate copy of the Servicing Agreement, which agreement
                is in
                full force and effect as of the Closing Date and the provisions of
                which
                have not been waived, amended or modified in any respect, nor has
                any
                notice of termination been given
                thereunder;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Company
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its incorporation, and has all requisite power
                and
                authority to service the Assigned Loans and otherwise to perform
                its
                obligations under the Servicing
                Agreement;

            


    

     

    
      	 	
              (c)

            	
              Company
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Company’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Company’s certificate of incorporation or
                by-laws or any legal restriction, or any material agreement or instrument
                to which Company is now a party or by which it is bound, or result
                in the
                violation of any law, rule, regulation, order, judgment or decree
                to which
                Company or its property is subject. The execution, delivery and
                performance by Company of this AAR Agreement and the consummation
                by it of
                the transactions contemplated hereby, have been duly authorized by
                all
                necessary corporate action on the part of Company. This AAR Agreement
                has
                been duly executed and delivered by Company, and, upon the due
                authorization, execution and delivery by Assignor and Assignee, will
                constitute the valid and legally binding obligation of Company,
                enforceable against Company in accordance with its terms except as
                enforceability may be limited by bankruptcy, reorganization, insolvency,
                moratorium or other similar laws now or hereafter in effect relating
                to
                creditors’ rights generally, and by general principles of equity
                regardless of whether enforceability is considered in a proceeding
                in
                equity or at law;

            


    

     

    
      	 	
              (d)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Company in connection with the execution, delivery or performance
                by Company of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby;
                and

            


    

     

    
      	 	
              (e)

            	
              Company
                shall establish a Custodial Account and an Escrow Account under the
                Servicing Agreement with respect to the Assigned Loans separate from
                the
                Custodial Account and Escrow Account previously established under
                the
                Servicing Agreement in favor of Assignor, and shall remit collections
                received. The Custodial Account and Escrow Account shall be entitled
                “IndyMac Bank, F.S.B., as servicer in trust for ACE Securities Corp.
                Home
                Equity Loan Trust, Series
                2006-SD3”.

            


    

     

    
      	 	
              (f)

            	
              (i)
                No default or servicing related performance trigger has occurred
                as to any
                other securitization due to any act or failure to act of Company;
                (ii) no
                material noncompliance with applicable servicing criteria as to any
                other
                securitization has been disclosed or reported by Company; (iii) Company
                has not been terminated as servicer in a residential mortgage loan
                securitization, either due to a servicing default or to application
                of a
                servicing performance test or trigger; (iv) no material changes to
                Company’s servicing policies and procedures for similar loans has occurred
                in the preceding three years; (v) there are no aspects of Company’s
                financial condition that could reasonably be expected to have a material
                adverse impact on the performance by Company of its obligations hereunder;
                (vi) there are no legal proceedings pending, or known to be contemplated
                by governmental authorities, against Company that could be material
                to
                investors in the securities issued; and (vii) there are no affiliations,
                relationships or transactions relating to Company of a type that
                are
                described under Item 1119 of Regulation AB with respect to the parties
                listed on Attachment
                5.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Pursuant
                to Section 12(3) of the Servicing Agreement, the Company hereby restates
                to the Assignor (a) the representations and warranties set forth
                in
                Subsection 7.01 as
                of the Closing
                Date, (b) the representations and warranties set forth in Subsections
                7.02(iv), (vi), (viii), (x), (xvii), (except with respect to the
                first two
                sentences), (xxiii), to the knowledge of the Company (xxiv), to the
                knowledge of the Company (xxv) (except with respect to the first
                sentence), (xxxiv), to the knowledge of the Company (xxxv), to the
                knowledge of the Company (xliii), (lxvi) and (lxxii) as of the Closing
                Date, and (c) the representations and warranties set forth in Subsection
                7.02, other than those set forth in clause (b) above, as of the related
                date on which the Assignor purchased the Assigned Loans from the
                Company,
                as if such representations and warranties were set forth herein in
                full.
                In the event of a breach of any such representations and warranties
                as of
                the date set forth above, the Assignor shall be entitled to all the
                remedies under the Servicing
                Agreement.

            


    

     

    Recognition
      of Assignee.

     

    
      	
              6.

            	
              From
                and after the Closing Date, Company shall recognize Assignee as owner
                of
                the Assigned Loans, and acknowledges that the Assigned Loans will
                be part
                of a REMIC, and will service the Assigned Loans in accordance with
                the
                Servicing Agreement, as modified herein, but in no event in a manner
                that
                would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result
                in
                the imposition of a tax upon any REMIC (including but not limited
                to the
                tax on prohibited transactions as defined in Section 860F(a)(2) of
                the
                Code and the tax on contributions to a REMIC set forth in Section
                860G(d)
                of the Code). It is the intention of Assignor, Company and Assignee
                that
                this AAR Agreement shall be binding upon and for the benefit of the
                respective successors and assigns of the parties hereto. Neither
                Company
                nor Assignor shall amend or agree to amend, modify, waive, or otherwise
                alter any of the terms or provisions of the Servicing Agreement which
                amendment, modification, waiver or other alteration would in any
                way
                affect the Assigned Loans without the prior written consent of the
                Trustee
                and, with respect to the servicing of the Assigned Loans, the Master
                Servicer. Company hereby acknowledges that pursuant to the Pooling
                and
                Servicing Agreement, the Assignee will assign all of its rights under
                this
                AAR Agreement to the Trustee for the benefit of the Certificateholders.
                Company hereby acknowledges and consents to the assignment by the
                Assignee
                of all of the Assignee’s rights against the Company pursuant to this AAR
                Agreement and to the enforcement or exercise of any right or remedy
                against the Company pursuant to this AAR Agreement by the
                Trustee.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Modification
      of Servicing Agreement

     

    
      	
              7.

            	
              The
                Company and Assignor hereby modify the Servicing Agreement with respect
                to
                the Assigned Loans as follows:

            


    

     

    
      	 	
              (a)

            	
              The
                following definitions in Section 1 of the Servicing Agreement are
                modified
                by deleting such definitions in their entirety and replacing them
                with the
                following:

            


    

     

    Business
      Day:
      Any day
      other than a Saturday or Sunday, or a day on which banking and savings and
      loan
      institutions in the states of California, Minnesota, Maryland or New York are
      authorized or obligated by law or executive order to be closed.

     

    Cut-off
      Date:
      October
      31, 2006.

     

    Master
      Servicer:
      Wells
      Fargo Bank, N.A., its successors and assigns.

     

    Nonrecoverable
      Monthly Advance:
      Any
      Monthly Advance or Servicing Advance previously made or proposed to be made
      in
      respect of a Mortgage Loan or REO Property that, in the good faith business
      judgment of the Seller, will not, or, in the case of a proposed Monthly Advance
      or Servicing Advance, would not be ultimately recoverable from related late
      payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
      or
      REO Property as provided herein.

     

    Servicing
      Fee Rate:
      shall
      be, with respect to each Fixed Rate Mortgage Loan, 0.250% per annum and, with
      respect to each Adjustable Rate Mortgage Loan, 0.375% per annum.

     

    
      	 	
              (b)

            	
              Section
                1 of the Servicing Agreement is modified by adding the following
                new
                definition thereto:

            


    

     

    Trustee:
      HSBC Bank USA, National Association, its successors and assigns.

     

    
      	 	
              (c)

            	
              Subsection
                12A.03(e) to the Servicing Agreement is modified by inserting “, any
                Master Servicer” immediately after each reference to Purchaser
                

            


    

     

    
      	 	
              (d)

            	
              Subsection
                12A.03(g) to the Servicing Agreement is modified by adding the phrase
                “copies or other evidence of fidelity bond insurance and errors and
                omissions insurance policies” after the phrase “any certification or
                statement,” in such subsection.

            


    

     

    
      	 	
              (e)

            	
              Subsection
                12A.05(a) to the Servicing Agreement is modified by deleting the
                reference
                to “Exhibit [13]” in subpart (i) thereof and replacing it with “Exhibit
                14”.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (f)

            	
              Subsection
                12A.05(a) to the Servicing Agreement is further modified by deleting
                subpart (iv) in its entirety and replacing it with the
                following:

            


    

     

    
      	 	
              (iv)

            	
              deliver,
                and cause each Subservicer and Subcontractor described in clause
                (iii) to
                provide to the Purchaser, any Depositor, any Master Servicer and
                any other
                Person that will be responsible for signing the certification (a
“Sarbanes
                Certification”) required by Rules 13a-14(d) and 15d-14(d) under the
                Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002)
                on behalf of an asset-backed issuer with respect to a Securitization
                Transaction a certification, signed by the appropriate officer of
                the
                Seller, in the form attached hereto as Exhibit
                13.

            


    

     

    
      	 	
              (g)

            	
              Subsection
                12A.05(b) to the Servicing Agreement is modified by deleting the
                reference
                to “Exhibit [13]” and replacing it with “Exhibit
                14”.

            


    

     

    
      	 	
              (h)

            	
              Subsection
                12A.06(c) to the Servicing Agreement is modified by inserting the
                phrase
                “and other certifications” immediately after the phrase “compliance and
                attestation”.

            


    

     

    
      	 	
              (i)

            	
              Subsection
                12A.07(a) to the Servicing Agreement is modified by deleting the
                phrase
                “if applicable” in the first sentence
                thereof.

            


    

     

    
      	 	
              (j)

            	
              Subsection
                12A.07(a) to the Servicing Agreement is modified by deleting the
                phrase
                “in written or electronic form” in its entirety from subpart
                12A.07(a)(i)(A).

            


    

     

    
      	 	
              (k)

            	
              Subsection
                12A.07(b) to the Servicing Agreement is modified by deleting the
                entirety
                of subpart (i) thereto and replacing it with the
                following:

            


    

     

    (i)  Any
      failure by the Seller, any Subservicer, any Subcontractor or any Third-Party
      Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Section 12A, or any
      breach by the Seller of a representation or warranty set forth in Subsection
      12A.02(a) or in a writing furnished pursuant to Subsection 12A.02(b) and made
      as
      of a date prior to the closing date of the related Securitization Transaction,
      to the extent that such breach is not cured by such closing date, or any breach
      by the Seller of a representation or warranty in a writing furnished pursuant
      to
      Subsection 12A.02(b) to the extent made as of a date subsequent to such closing
      date, shall immediately and automatically, if not cured within ten (10) days
      of
      notice, constitute an Event of Default with respect to the Seller under this
      Agreement and any applicable Reconstitution Agreement, and shall entitle the
      Purchaser, any Master Servicer or any Depositor, as applicable, in its sole
      discretion to terminate the rights and obligations of the Seller as servicer
      under this Agreement and/or any applicable Reconstitution Agreement without
      payment (notwithstanding anything in this Agreement or any applicable
      Reconstitution Agreement to the contrary) of any compensation to the Seller
      (and
      if the Company is servicing any of the Mortgage Loans in a Securitization
      Transaction, appoint a successor servicer reasonably acceptable to any Master
      Servicer for such Securitization Transaction); provided that to the extent
      that
      any provision of this Agreement and/or any applicable Reconstitution Agreement
      expressly provides for the survival of certain rights or obligations following
      termination of the Seller as servicer, such provision shall be given
      effect.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (l)

            	
              Subsection
                14.01 to the Servicing Agreement is hereby modified by deleting subpart
                (ix) in its entirety and replacing it with the
                following:

            


    

     

    (ix) [Reserved];

     

    
      	 	
              (m)

            	
              Subsection
                11.01 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                phrases “the Seller servicing guide” and “during the Preliminary Servicing
                Period” in the first paragraph of such
                subsection.

            


    

     

    
      	 	
              (n)

            	
              Subsection
                11.01 of Exhibit 8 of the Servicing Agreement is further modified
                by
                deleting the last sentence in the third paragraph of such
                subsection.

            


    

     

    
      	 	
              (o)

            	
              Subsection
                11.04 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                phrase “, including all Prepayment Charges” in subpart
                (ii).

            


    

     

    
      	 	
              (p)

            	
              Subsection
                11.04 of Exhibit 8 to the Servicing Agreement is further modified
                by
                deleting the final paragraph of such subsection in its entirety and
                replacing it with the following:

            


    

     

    If
      the
      balance on deposit in the Custodial Account exceeds $75,000 as of the
      commencement of business on any Business Day and the Custodial Account
      constitutes an Eligible Account solely pursuant to clause (ii) of the definition
      of Eligible Account, the Seller shall, on or before twelve o’clock noon Eastern
      time on such Business Day, withdraw from such Custodial Account any amounts
      in
      excess of $75,000 and deposit such excess amounts in a separate Custodial
      Account, which shall be an Eligible Account.

     

    
      	 	
              (q)

            	
              Subsection
                11.05 of Exhibit 8 to the Servicing Agreement is modified by inserting
                the
                phrase “or Servicing Advance” after the term “Monthly Advance” in subpart
                (vii).

            


    

     

    
      	 	
              (r)

            	
              Subsection
                11.14 of Exhibit 8 to the Servicing Agreement is modified by replacing
                the
                phrase“On
                each Distribution Date” in the first line thereof with the phrase “Not
                later than 12:00 noon (eastern time) on each Distribution
                Date”;

            


    

     

    
      	 	
              (s)

            	
              Subsection
                11.14 of Exhibit 8 to the Servicing Agreement is further modified
                by
                deleting the wire transfer instructions set forth therein and replacing
                them with the wire transfer instructions set forth in Section 11
                of this
                AAR Agreement.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (t)

            	
              Subsection
                11.14 of Exhibit 8 to the Servicing Agreement is further modified
                by
                deleting the third paragraph of such subsection in its entirety and
                replacing it with the following:

            


    

     

    With
      respect to any remittance received by the Purchaser on or after the first
      (1st)
      day
      following the Business Day on which such payment was due, the Seller shall
      pay
      to the Purchaser interest on any such late payment at an annual rate equal
      to
      the rate of interest as is publicly announced from time to time at its principal
      office by JPMorgan Chase Bank, New York, New York, as its prime lending rate,
      adjusted as of the date of each change, plus three percentage points, but in
      no
      event greater than the maximum amount permitted by applicable law. Such interest
      shall be paid by the Seller to the Purchaser on the date such late payment
      is
      made and shall cover the period commencing with the day following the Business
      Day on which such payment was due and ending with the Business Day on which
      such
      payment is made, both inclusive. Such interest shall be remitted along with
      such
      late payment. The payment by the Seller of any such interest shall not be deemed
      an extension of time for payment or a waiver by the Purchaser of any Event
      of
      Default by the Seller.

     

    
      	 	
              (u)

            	
              Subsection
                11.15 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                subsection in its entirety and replacing it with the
                following:

            


    

     

    No
      later
      than the tenth day of each month, the Seller shall furnish to the Master
      Servicer, in an acceptable electronic format via e-mail, the information
      specified in Exhibit 11, which data shall reflect information from the Due
      Period immediately preceding the Distribution Date and such other information
      with respect to the Mortgage Loans as the Master Servicer may reasonably require
      to allocate remittances made pursuant to this Agreement and provide appropriate
      statements with respect to such remittances.

     

    
      	 	
              (v)

            	
              Subsection
                11.23 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                subsection in its entirety and replacing it with the
                following:

            


    

     

    Subsection
      11.23 [Reserved].

     

    
      	 	
              (w)

            	
              Subsection
                11.24 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                subsection in its entirety and replacing it with the
                following:

            


    

     

    Subsection
      11.24 [Reserved].

     

    
      	 	
              (x)

            	
              Subsection
                11.28 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                third paragraph, including the numbered subparts of such paragraph,
                in its
                entirety.

            


    

     

    
      	 	
              (y)

            	
              Subsection
                11.29 of Exhibit 8 to the Servicing Agreement is modified by deleting
                the
                subsection in its entirety and replacing it with the
                following:

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      anything in this Agreement to the contrary, the Seller (a) shall not permit
      any
      modification with respect to any Mortgage Loan that would change the Mortgage
      Interest Rate and (b) shall not (unless the Mortgagor is in default with respect
      to the Mortgage Loan or such default is, in the judgment of the Seller,
      reasonably foreseeable) make or permit any modification, waiver or amendment
      of
      any term of any Mortgage Loan that would both (i) effect an exchange or
      reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury
      regulations promulgated thereunder) or (ii) cause the related trust fund to
      fail
      to qualify as a REMIC under the Code or the imposition of any tax on “prohibited
      transactions” or “contributions” after the startup date under the REMIC
      Provisions.

     

    Prior
      to
      taking any action with respect to the Mortgage Loans which is not contemplated
      under the terms of this Agreement, the Seller will obtain an Opinion of Counsel
      acceptable to the Trustee with respect to whether such action could result
      in
      the imposition of a tax upon the REMIC (including but not limited to the tax
      on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and the
      tax
      on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
      such event, an “Adverse REMIC Event”), and the Seller shall not take any such
      action or cause the related trust fund to take any such action as to which
      it
      has been advised that an Adverse REMIC Event could occur.

     

    The
      Seller shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in the REMIC. The Seller shall not enter into any
      arrangement by which the REMIC will receive a fee or other compensation for
      services nor permit the REMIC to receive any income from assets other than
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.

     

    
      	 	
              (z)

            	
              Exhibit
                11 of the Servicing Agreement is modified to include the information
                set
                forth on Attachment
                3
                hereto.

            


    

     

    
      	 	
              (aa)

            	
              Exhibit
                14 of the Servicing Agreement is modified by deleting such exhibit
                in its
                entirety and replacing it with Attachment
                4
                hereto.

            


    

     

     

    Miscellaneous

     

    
      	
              8.

            	
              With
                respect to Subsection 14.01 of the Servicing Agreement, in the event
                that
                the Company is terminated pursuant to Subsection 14.01(x), the Assignor
                shall notify the Master Servicer of the termination fee agreed upon
                by the
                Assignor and the Company. In connection with the foregoing, the Securities
                Administrator shall pay such termination fee to the Company from
                funds of
                the trust pursuant to the Pooling and Servicing Agreement.
                

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              All
                demands, notices and communications related to the Assigned Loans,
                the
                Servicing Agreement and this AAR Agreement shall be in writing and
                shall
                be deemed to have been duly given when delivered as
                follows:

            


    

     

    
      	 	
              (a)

            	
              In
                the case of Company,

            


    

     

    IndyMac
      Bank, F.S.B.

    3465
      East
      Foothill Boulevard 

    Pasadena,
      California 91107

    Attention:
      Jill Jacobson

     

    
      	 	
              (b)

            	
              In
                the case of Assignor,

            


    

     

    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Anilesh Ahuja

     

    
      	 	
              (c)

            	
              In
                the case of Assignee,

            


    

    


    ACE
      Securities Corp.

    6525
      Morrison Boulevard, 

    Suite
      318 

    Charlotte,
      North Carolina 28211

    Attention:
      Juliana Johnson

    


    
      	 	
              (d)

            	
              In
                the case of the Master Servicer,

            


    

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Manager - ACE 2006-SD3

    Telecopier:
      (410) 715-2380

     

    
      	
              10.

            	
              Each
                party will pay any commissions it has incurred and the Assignor shall
                pay
                the fees of its attorneys and the reasonable fees of the attorneys
                of the
                Assignee and the Company in connection with the negotiations for,
                documenting of and closing of the transactions contemplated by this
                AAR
                Agreement.

            


    

     

    
      	
              11.

            	
              The
                Company hereby acknowledges that, Wells Fargo Bank, N.A. has been
                appointed as the Master Servicer of the Assigned Loans pursuant to
                the
                Pooling and Servicing Agreement and, therefore, has the right to
                enforce
                all obligations of the Company under the Servicing Agreement. Such
                rights
                will include, without limitation, the right to terminate the Company
                under
                the Servicing Agreement upon the occurrence of an Event of Default
                thereunder, the right to receive all remittances required to be made
                by
                the Company under the Servicing Agreement, the right to receive all
                monthly reports and other data required to be delivered by the Company
                under the Servicing Agreement, (including the certification and reports
                to
                be delivered pursuant to Subsections 11.23 and 11.24 of the Servicing
                Agreement) the right to examine the books and records of the Company,
                indemnification rights and the right to exercise certain rights of
                consent
                and approval relating to actions taken by the Company. The Company
                shall
                make all distributions under the Servicing Agreement to the Master
                Servicer by wire transfer of immediately available funds
                to:

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Wells
      Fargo Bank, National Association

    ABA
      # 121000248

    Account
      Name: SAS Clearing Account

    Account
      # 3970771416

    For
      Further Credit to: ACE Securities Corp., Series 2006-SD3, 

    Account
      Number: 50971200

     

    The
      Company shall deliver all reports required to be delivered under the Servicing
      Agreement to the Assignee and the Master Servicer at their respective addresses
      set forth in Section 9 herein.

     

    
      	
              12.

            	
              This
                AAR Agreement shall be construed in accordance with the laws of the
                State
                of New York, without regard to conflicts of law principles (other
                than
                Section 5-1401 of the New York General Obligations Law), and the
                obligations, rights and remedies of the parties hereunder shall be
                determined in accordance with such
                laws.

            


    

     

    
      	
              13.

            	
              No
                term or provision of this AAR Agreement may be waived or modified
                unless
                such waiver or modification is in writing and signed by the party
                against
                whom such waiver or modification is sought to be
                enforced.

            


    

     

    
      	
              14.

            	
              This
                AAR Agreement shall inure to the benefit of the successors and assigns
                of
                the parties hereto. Any entity into which Assignor, Assignee or Company
                may be merged or consolidated or which succeeds to the business or
                assets
                thereof shall, without the requirement for any further writing, be
                deemed
                Assignor, Assignee or Company, respectively,
                hereunder.

            


    

     

    
      	
              15.

            	
              This
                AAR Agreement shall survive the conveyance of the Assigned Loans,
                the
                assignment of the Servicing Agreement to the extent of the Assigned
                Loans
                by Assignor to Assignee and the termination of the Servicing
                Agreement.

            


    

     

    
      	
              16.

            	
              This
                AAR Agreement may be executed simultaneously in any number of
                counterparts. Each counterpart shall be deemed to be an original
                and all
                such counterparts shall constitute one and the same
                instrument.

            


    

     

    
      	
              17.

            	
              In
                the event that any provision of this AAR Agreement conflicts with
                any
                provision of the Servicing Agreement with respect to the Assigned
                Loans,
                the terms of this AAR Agreement shall
                control.

            


    

     

    
      	
              18.

            	
              A
                copy of all assessments, attestations, reports and certifications
                required
                to be delivered by the Servicer under this AAR Agreement and the
                Servicing
                Agreement shall be delivered to the Master Servicer, the Assignee
                and any
                other parties entitled herein or therin to receive such assessments,
                attestations, reports and certifications by the date(s) specified
                herein
                or therein, and where such documents are required to be addressed
                to any
                party, such addressees shall include the Master Servicer and the
                Master
                Servicer shall be entitled to rely on such
                documents

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.

     

    
      	
              DB
                STRUCTURED PRODUCTS, INC.

              Assignor

               

              By:
                /s/ Ernie Calabrese

              Name:
                Ernie Calabrese

              Title:
                Director 

            	
              INDYMAC
                BANK, F.S.B.

              Company

               

              By:/s/
                Jill Jacobson

              Name:
                Jill Jacobson

              Title:
                Vice President

            
	
               

              By:/s/
                Doris J. Hearn

              Name:
                Doris J. Hearn 

              Title:
                Director 

            	 
	 	 
	
              ACE
                SECURITIES CORP.

              Assignee

               

              By:/s/
                Evelyn Echevarria

              Name:
                Evelyn Echevarria 

              Title:
                Vice President

            	 
	 	 
	
              By:/s/
                Doris J. Hearn

              Name:
                Doris J. Hearn 

              Title:
                Vice President

            	 
	 	 


    

    


    


    ACKNOWLEDGED
      AND AGREED TO:

    


    WELLS
      FARGO BANK, N.A.

    Master
      Servicer

    


    By:
      /s/
      Stacey M. Taylor

    Name:
      Stacey M. Taylor 

    Title:
      Vice President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

 

    ATTACHMENT
      1

     

    ASSIGNED
      LOANS

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    ATTACHMENT
      2

     

    SERVICING
      AGREEMENT

     

    
       

       

      SECOND
        AMENDED AND RESTATED 

      MASTER
        MORTGAGE LOAN PURCHASE

      AND
        SERVICING AGREEMENT

      


      


      
        	
                INDYMAC
                  BANK, F.S.B.

              
	 	
                Seller
                  and Servicer

              
	 
	 
	
                DB
                  STRUCTURED PRODUCTS, INC.

              
	 	
                Initial
                  Purchaser

              
	 
	 
	
                Dated
                  as of June 1, 2005, as amended and restated

              
	
                to
                  and including July 1, 2006

              
	 
	 
	
                Fixed
                  and Adjustable Rate Mortgage Loans

              
	
                First
                  and Second Liens

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

      


      


      
        	 	 	 	
                Page

              
	
                SECTION
                  1.

              	 	
                Definitions

              	
                2

              
	
                SECTION
                  2.

              	 	
                Agreement
                  to Purchase

              	
                16

              
	
                SECTION
                  3.

              	 	
                Mortgage
                  Loan Schedules

              	
                16

              
	
                SECTION
                  4.

              	 	
                Purchase
                  Price

              	
                16

              
	
                SECTION
                  5.

              	 	
                Examination
                  of Mortgage Files: Corporate Due Diligence

              	
                16

              
	
                SECTION
                  6.

              	 	
                Conveyance
                  from Seller to Initial Purchaser.

              	
                17

              
	
                SECTION
                  7.

              	 	
                Representations,
                  Warranties and Covenants of the Seller: Remedies for
                  Breach.

              	
                18

              
	
                SECTION
                  8.

              	 	
                Closing

              	
                37

              
	
                SECTION
                  9.

              	 	
                Closing
                  Documents.

              	
                38

              
	
                SECTION
                  10.

              	 	
                Costs

              	
                39

              
	
                SECTION
                  11.

              	 	
                Seller’s
                  Servicing Obligations

              	
                40

              
	
                SECTION
                  12.

              	 	
                Removal
                  of Mortgage Loans from Inclusion under this Agreement Upon a Whole
                  Loan
                  Transfer or a Securitization Transaction on One or More Reconstitution
                  Dates

              	
                40

              
	
                SECTION
                  13.

              	 	
                The
                  Seller.

              	
                55

              
	
                SECTION
                  14.

              	 	
                Default.

              	
                57

              
	
                SECTION
                  15.

              	 	
                Termination

              	
                59

              
	
                SECTION
                  16.

              	 	
                Successor
                  to the Seller

              	
                60

              
	
                SECTION
                  17.

              	 	
                Financial
                  Statements

              	
                61

              
	
                SECTION
                  18.

              	 	
                Mandatory
                  Delivery; Grant of Security Interest

              	
                61

              
	
                SECTION
                  19.

              	 	
                Notices

              	
                61

              
	
                SECTION
                  20.

              	 	
                Severability
                  Clause

              	
                62

              
	
                SECTION
                  21.

              	 	
                Counterparts

              	
                62

              
	
                SECTION
                  22.

              	 	
                Governing
                  Law

              	
                62

              
	
                SECTION
                  23.

              	 	
                Intention
                  of the Parties

              	
                62

              
	
                SECTION
                  24.

              	 	
                Successors
                  and Assigns

              	
                63

              
	
                SECTION
                  25.

              	 	
                Commitment
                  Letter

              	
                63

              
	
                SECTION
                  26.

              	 	
                Waivers

              	
                63

              
	
                SECTION
                  27.

              	 	
                Exhibits

              	
                63

              
	
                SECTION
                  28.

              	 	
                Nonsolicitation

              	
                63

              
	
                SECTION
                  29.

              	 	
                General
                  Interpretive Principles

              	
                64

              
	
                SECTION
                  30.

              	 	
                Reproduction
                  of Documents

              	
                64

              
	
                SECTION
                  31.

              	 	
                Further
                  Agreements

              	
                64

              
	
                SECTION
                  32.

              	 	
                Third
                  Party Beneficiary

              	
                65

              


      

       

      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      EXHIBITS

      


      
        	
                EXHIBIT
                  1

              	 	
                FORM
                  OF SELLER’S OFFICER’S CERTIFICATE

              
	
                EXHIBIT
                  2

              	 	
                RESERVED

              
	
                EXHIBIT
                  3

              	 	
                FORM
                  OF SECURITY RELEASE CERTIFICATION

              
	
                EXHIBIT
                  4

              	 	
                FORM
                  OF ASSIGNMENT AND CONVEYANCE

              
	
                EXHIBIT
                  5

              	 	
                CONTENTS
                  OF EACH MORTGAGE FILE

              
	
                EXHIBIT
                  6

              	 	
                FORM
                  OF CUSTODIAL ACCOUNT LETTER AGREEMENT

              
	
                EXHIBIT
                  7

              	 	
                FORM
                  OF ESCROW ACCOUNT LETTER AGREEMENT

              
	
                EXHIBIT
                  8

              	 	
                SERVICING
                  ADDENDUM

              
	
                EXHIBIT
                  9

              	 	
                FORM
                  OF COMMITMENT LETTER

              
	
                EXHIBIT
                  10

              	 	
                MORTGAGE
                  LOAN DOCUMENTS

              
	
                EXHIBIT
                  11

              	 	
                FORM
                  OF MONTHLY SERVICER’S REPORT

              
	
                EXHIBIT
                  12 

              	 	
                SELLER’S
                  UNDERWRITING GUIDELINES

              
	
                EXHIBIT
                  13

              	 	
                FORM
                  OF BACK-UP CERTIFICATION

              
	
                EXHIBIT
                  14

              	 	
                SERVICING
                  CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
                  COMPLIANCE

              


      

      


       


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


      SECOND
        AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE

      AND
        SERVICING AGREEMENT

       

      This
        is a
        SECOND AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AND SERVICING
        AGREEMENT (the “Agreement”), dated as of June 1, 2005 as amended and restated to
        and including July 1, 2006, by and between DB Structured Products, Inc.,
        having
        an office at 60 Wall Street, New York, New York 10005 (the “Initial Purchaser”,
        and the Initial Purchaser or the Person, if any, to which the Initial Purchaser
        has assigned its rights and obligations hereunder as Purchaser with respect
        to a
        Mortgage Loan, and each of their respective successors and assigns, the
“Purchaser”) and IndyMac Bank, F.S.B., having an office at 3465 East Foothill
        Boulevard, Pasadena, CA 91107 (the “Seller”).

       

      WITNESETH:

       

      WHEREAS,
        the Purchaser and the Seller entered into a First Amended and Restated Master
        Mortgage Loan Purchase and Servicing Agreement, dated as of June 1, 2005,
        as
        amended and restated to and including December 1, 2005 (the “Original
        Agreement”);

       

      WHEREAS,
        the Purchaser and the Seller desire to enter into this Agreement (as defined
        below) in order to amend and restate the Original Agreement in its
        entirety;

       

      WHEREAS,
        the Seller desires to sell, from time to time, to the Purchaser, and the
        Purchaser desires to purchase, from time to time, from the Seller, certain
        conventional fixed and adjustable rate residential first and second lien
        mortgage loans, (the “Mortgage Loans”) as described herein on a servicing
        retained basis, and which shall be delivered in groups of whole loans or
        participation interests therein, as applicable, on various dates as provided
        in
        the related Commitment Letter (each, a “Closing Date”); 

       

      WHEREAS,
        each Mortgage Loan is secured by a mortgage, deed of trust or other security
        instrument creating a first or second lien on a residential dwelling located
        in
        the jurisdiction indicated on the Mortgage Loan Schedule for the related
        Mortgage Loan Package, which is to be annexed to the related Assignment and
        Conveyance on each Closing Date as Schedule One;

       

      WHEREAS,
        the Purchaser and the Seller wish to prescribe the manner of the conveyance,
        servicing and control of the Mortgage Loans; and

       

      WHEREAS,
        following its purchase of the Mortgage Loans from the Seller, the Purchaser
        desires to sell some or all of the Mortgage Loans to one or more purchasers
        as a
        whole loan transfer in a whole loan or participation format or a public or
        private mortgage-backed securities transaction;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      NOW,
        THEREFORE, in consideration of the premises and mutual agreements set forth
        herein, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the Purchaser and the Seller
        agree
        as follows:

       

      SECTION
        1. Definitions.
        For
        purposes of this Agreement the following capitalized terms shall have the
        respective meanings set forth below.

       

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

       

      Adjustment
        Date:
        With
        respect to each Adjustable Rate Mortgage Loan, the date set forth in the
        related
        Mortgage Note on which the Mortgage Interest Rate on such Adjustable Rate
        Mortgage Loan is adjusted in accordance with the terms of the related Mortgage
        Note.

       

      Agreement:
        This
        Second Amended and Restated Master Mortgage Loan Purchase and Servicing
        Agreement including all exhibits, schedules, amendments and supplements
        hereto.

       

      Appraised
        Value:
        With
        respect to any Mortgaged Property, the lesser of (i) the value thereof as
        determined by an appraisal made for the originator of the Mortgage Loan at
        the
        time of origination of the Mortgage Loan, and (ii) the purchase price paid
        for
        the related Mortgaged Property by the Mortgagor with the proceeds of the
        Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
        such value of the Mortgaged Property is based solely upon the value determined
        by an appraisal made for the originator of such Refinanced Mortgage Loan
        at the
        time of origination of such Refinanced Mortgage Loan.

       

      Assignment
        and Conveyance:
        An
        assignment and conveyance of the Mortgage Loans purchased on a Closing Date
        in
        the form annexed hereto as Exhibit 4.

       

      Assignment
        of Mortgage:
        An
        individual assignment of the Mortgage, notice of transfer or equivalent
        instrument in recordable form, sufficient under the laws of the jurisdiction
        wherein the related Mortgaged Property is located to give record notice of
        the
        sale of the Mortgage to the Purchaser.

       

      Balloon
        Loan:
        A
        Mortgage Loan identified on the Mortgage Loan Schedule as a balloon mortgage
        loan.

       

      Business
        Day:
        Any day
        other than a Saturday or Sunday, or a day on which banking and savings and
        loan
        institutions in the State of California or the State of New York are authorized
        or obligated by law or executive order to be closed.

       

      Cash-Out
        Refinancing:
        A
        Refinanced Mortgage Loan the proceeds of which were in excess of either (i)
        $2,000 or (ii) two percent (2%) of the principal balance of any existing
        first
        mortgage or subordinate mortgages on the related Mortgaged Property and related
        closing costs, and were used to pay any such existing first mortgage, related
        closing costs and subordinate mortgages on the related Mortgaged
        Property.

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


       

      Closing
        Date:
        The
        date or dates on which the Purchaser from time to time shall purchase and
        the
        Seller from time to time shall sell to the Purchaser, the Mortgage Loans
        listed
        on the related Mortgage Loan Schedule with respect to the related Mortgage
        Loan
        Package.

       

      Closing
        Documents:
        With
        respect to any Closing Date, the documents required pursuant to Section
        9.

       

      Code:
        The
        Internal Revenue Code of 1986, or any successor statute thereto.

       

      Combined
        Loan-to-Value Ratio
        or
CLTV:
        With
        respect to any Mortgage Loan, the fraction, expressed as a percentage, the
        numerator of which is the sum of (a) the original principal balance of the
        Mortgage Loan, plus (b) the unpaid principal balance of any related subordinate
        mortgage loan or loans secured by the Mortgaged Property, and the denominator
        of
        which is the Appraised Value of the related Mortgaged Property.

       

      Commission:
        The
        United States Securities and Exchange Commission.

       

      Commitment
        Letter:
        With
        respect to any Mortgage Loan Package purchased and sold on any Closing Date,
        the
        letter agreement between the Purchaser and the Seller, in the form annexed
        hereto as Exhibit 9 (including any exhibits, schedules and attachments thereto),
        setting forth the terms and conditions of such transaction and describing
        the
        Mortgage Loans to be purchased by the Purchaser on such Closing Date. A
        Commitment Letter may relate to more than one Mortgage Loan Package to be
        purchased on one or more Closing Dates hereunder.

       

      Condemnation
        Proceeds:
        All
        awards, compensation and settlements in respect of a taking of all or part
        of a
        Mortgaged Property by exercise of the power of condemnation or the right
        of
        eminent domain.

       

      Convertible
        Mortgage Loan:
        A
        Mortgage Loan that by its terms and subject to certain conditions contained
        in
        the related Mortgage or Mortgage Note allows the Mortgagor to convert the
        adjustable Mortgage Interest Rate on such Mortgage Loan to a fixed Mortgage
        Interest Rate.

       

      Credit
        Score:
        The
        credit score of the Mortgagor provided by Fair, Isaac & Company, Inc. or
        such other organization providing credit scores at the time of the origination
        of a Mortgage Loan. If two credit scores are obtained, the Credit Score shall
        be
        the lower of the two credit scores. If three credit scores are obtained,
        the
        Credit Score shall be the middle of the three credit scores.

       

      Custodial
        Account:
        The
        separate account or accounts, created and maintained pursuant to this Agreement,
        which shall be entitled “IndyMac Bank, F.S.B., as servicer, in trust for DB
        Structured Products, Inc.”

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


       

      Custodial
        Agreement:
        The
        agreement governing the retention of the originals of each Mortgage Note,
        Mortgage, Assignment of Mortgage and other Mortgage Loan Documents.

       

      Custodian:
        The
        custodian under the Custodial Agreement, or its successor in interest or
        assigns, or any successor to the Custodian under the Custodial Agreement,
        as
        therein provided.

       

      Cut-off
        Date:
        The
        first day of the month in which the related Closing Date occurs or as otherwise
        set forth in the related Commitment Letter.

       

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

       

      Delinquency
        Ratio:
        The
        percentage equivalent of a fraction, the numerator of which is the total
        Stated
        Principal Balance of the Mortgage Loans in the Seller’s servicing portfolio
        which are 60 days or more delinquent including loans in foreclosure and
        bankruptcy plus the balance of REO properties, and the denominator of which
        is
        the Stated Principal Balance of all mortgage loans in the Seller’s servicing
        portfolio.

       

      Depositor:
        The
        depositor, as such term is defined in Regulation AB, with respect to any
        Securitization Transaction.

       

      Determination
        Date:
        With
        respect to each Distribution Date, the ninth (9th) day of the calendar month
        in
        which such Distribution Date occurs or, if such ninth (9th) day is not a
        Business Day, the Business Day immediately preceding such ninth (9th)
        day.

       

      Distribution
        Date:
        The
        eighteenth (18th) day of each month, commencing, for any Mortgage Loan Package
        on the eighteenth (18th) day of the month next following the month in which
        the
        related Cut-off Date occurs, or if such eighteenth (18th) day is not a Business
        Day, the first Business Day immediately following such eighteenth (18th)
        day.

       

      Due
        Date:
        With
        respect to each Distribution Date, the first day of the calendar month in
        which
        such Distribution Date occurs, which is the day on which the Monthly Payment
        is
        due on a Mortgage Loan, exclusive of any days of grace.

       

      Due
        Period:
        With
        respect to each Distribution Date, the period commencing on the second day
        of
        the month preceding the month of the Distribution Date and ending on the
        first
        day of the month of the Distribution Date.

       

      Eligible
        Account:
        Either
        (i) an account or accounts maintained with a federal or state chartered
        depository institution or trust company the short-term unsecured debt
        obligations of which (or, in the case of a depository institution or trust
        company that is the principal subsidiary of a holding company, the short-term
        unsecured debt obligations of such holding company of which) are rated A-1
        by
        S&P or Prime-1 by Moody’s (or a comparable rating if another rating agency
        is specified by the Initial Purchaser by written notice to the Seller) at
        the
        time any amounts are held on deposit therein, (ii) an account or accounts
        the
        deposits in which are fully insured by the FDIC, (iii) a trust account or
        accounts maintained with a federal or state chartered depository institution
        or
        trust company acting in its fiduciary capacity or (iv) until the Initial
        Purchaser sells the Mortgage Loans, an account at the Seller. Eligible Accounts
        may bear interest.

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


       

      Escrow
        Account:
        The
        separate trust accounts created and maintained pursuant to this Agreement
        which
        shall be entitled “IndyMac Bank, F.S.B., as servicer, in trust for DB Structured
        Products, Inc. and various Mortgagors, Fixed and Adjustable Rate Mortgage
        Loans.” 

       

      Escrow
        Payments:
        The
        amounts constituting ground rents, taxes, assessments, water charges, sewer
        rents, Primary Insurance Policy premiums, fire and hazard insurance premiums
        and
        other payments required to be escrowed by the Mortgagor with the Mortgagee
        pursuant to the terms of any Mortgage Note or Mortgage.

       

      Event
        of Default:
        Any one
        of the events enumerated in Subsection 14.01.

       

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

       

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

       

      FHLMC:
        Freddie
        Mac or any successor thereto.

       

      Final
        Recovery Determination:
        With
        respect to any defaulted Mortgage Loan or any REO Property (other than a
        Mortgage Loan or REO Property repurchased by the Seller pursuant to this
        Agreement), a determination made by the Seller that all Insurance Proceeds,
        Liquidation Proceeds and other payments or recoveries which the Seller, in
        its
        reasonable good faith judgment, expects to be finally recoverable in respect
        thereof have been so recovered. The Seller shall maintain records, prepared
        by a
        servicing officer of the Seller, of each Final Recovery
        Determination.

       

      First
        Lien:
        With
        respect to each Mortgaged Property, the lien of the mortgage, deed of trust
        or
        other instrument securing a Mortgage Note which creates a first lien on the
        Mortgaged Property.

       

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

       

      Flood
        Zone Service Contract:
        A
        transferable contract maintained for the Mortgaged Property with a nationally
        recognized flood zone service provider for the purpose of obtaining the current
        flood zone status relating to such Mortgaged Property.

       

      FNMA:
        Fannie
        Mae or any successor thereto.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


       

      Gross
        Margin:
        With
        respect to any Adjustable Rate Mortgage Loan, the fixed percentage amount
        set
        forth in the related Mortgage Note and the related Mortgage Loan Schedule
        that
        is added to the Index on each Adjustment Date in accordance with the terms
        of
        the related Mortgage Note to determine the new Mortgage Interest Rate for
        such
        Mortgage Loan.

       

      HUD:
        The
        United States Department of Housing and Urban Development or any successor
        thereto.

       

      Index:
        With
        respect to any Adjustable Rate Mortgage Loan, the index identified on the
        Mortgage Loan Schedule and set forth in the related Mortgage Note for the
        purpose of calculating the interest rate thereon.

       

      Initial
        Closing Date:
        The
        Closing Date on which the Initial Purchaser purchases and the Seller sells
        the
        first Mortgage Loan Package hereunder.

       

      Initial
        Purchaser:
        DB
        Structured Products, Inc., or any successor thereto or its
        assignees.

       

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

       

      Lender
        Paid Mortgage Insurance Policy
        or
LPMI
        Policy:
        A
        policy of mortgage guaranty insurance issued by a Qualified Insurer in which
        the
        owner or servicer of the Mortgage Loan is responsible for the premiums
        associated with such mortgage insurance policy.

       

      Liquidation
        Proceeds:
        Amounts, other than Insurance Proceeds and Condemnation Proceeds, received
        in
        connection with the liquidation of a defaulted Mortgage Loan through trustee’s
        sale, foreclosure sale or otherwise, other than amounts received following
        the
        acquisition of REO Property and prior to an REO Disposition.

       

      Loan-to-Value
        Ratio
        or
LTV:
        With
        respect to any Mortgage Loan as of any date of determination, the ratio on
        such
        date of the outstanding principal amount of the Mortgage Loan, to the Appraised
        Value of the Mortgaged Property.

       

      Master
        Servicer:
        With
        respect to any Securitization Transaction, the “master servicer,” if any,
        defined in the related transaction documents.

       

      Maximum
        Mortgage Interest Rate:
        With
        respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on
        the
        related Mortgage Loan Schedule and in the related Mortgage Note and is the
        maximum interest rate to which the Mortgage Interest Rate on such Mortgage
        Loan
        may be increased on any Adjustment Date.

       

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

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


       

      MERS
        Mortgage Loan:
        Any
        Mortgage Loan registered with MERS on the MERS System.

       

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

       

      MIN:
        The
        Mortgage Identification Number for any MERS Mortgage Loan.

       

      Minimum
        Mortgage Interest Rate:
        With
        respect to each Adjustable Rate Mortgage Loan, a rate that is set forth on
        the
        related Mortgage Loan Schedule and in the related Mortgage Note and is the
        minimum interest rate to which the Mortgage Interest Rate on such Mortgage
        Loan
        may be decreased on any Adjustment Date.

       

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

       

      Monthly
        Advance:
        The
        aggregate of the advances made by the Seller on any Distribution Date pursuant
        to Subsection 11.30 of the Servicing Addendum.

       

      Monthly
        Payment:
        With
        respect to any Mortgage Loan, the scheduled combined payment of principal
        and
        interest payable by a Mortgagor under the related Mortgage Note on each Due
        Date.

       

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

       

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

       

      Mortgagee:
        The
        mortgagee or beneficiary named in the Mortgage and the successors and assigns
        of
        such mortgagee or beneficiary.

       

      Mortgage
        File:
        The
        items pertaining to a particular Mortgage Loan referred to in Exhibit 5 annexed
        hereto, and any additional documents required to be added to the Mortgage
        File
        pursuant to this Agreement or the related Commitment Letter.

       

      Mortgage
        Interest Rate:
        With
        respect to each Fixed Rate Mortgage Loan, the fixed annual rate of interest
        provided for in the related Mortgage Note and, with respect to each Adjustable
        Rate Mortgage Loan, the annual rate that interest accrues on such Adjustable
        Rate Mortgage Loan from time to time in accordance with the provisions of
        the
        related Mortgage Note.

       

      Mortgage
        Loan:
        Each
        first or second lien, residential mortgage loan, sold, assigned and transferred
        to the Purchaser pursuant to this Agreement and the related Commitment Letter
        and identified on the Mortgage Loan Schedule annexed to this Agreement on
        the
        related Closing Date, which Mortgage Loan includes without limitation the
        Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
        Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds,
        and all other rights, benefits, proceeds and obligations arising from or
        in
        connection with such Mortgage Loan.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


       

      Mortgage
        Loan Documents:
        The
        documents listed in Exhibit 10 hereto pertaining to any Mortgage
        Loan.

       

      Mortgage
        Loan Package:
        The
        Mortgage Loans listed on a Mortgage Loan Schedule, delivered to the Custodian
        and the Purchaser prior to the related Closing Date as set forth in the related
        Commitment Letter.

       

      Mortgage
        Loan Schedule:
        With
        respect to each Mortgage Loan Package, the schedule of Mortgage Loans to
        be
        annexed to an Assignment and Conveyance as Schedule One on each Closing Date
        for
        the Mortgage Loan Package delivered in electronic form, such schedule setting
        forth the following information with respect to each Mortgage Loan in the
        Mortgage Loan Package: (1) the Seller’s Mortgage Loan identifying
        number; (2) the Mortgagor’s first and last name; (3) the street address of the
        Mortgaged Property including the city, state and zip code; (4) a code indicating
        whether the Mortgaged Property is owner-occupied; (5) the type of Residential
        Dwelling constituting the Mortgaged Property; (6) the original months to
        maturity; (7) the original date of the Mortgage Loan and the remaining months
        to
        maturity from the Cut-off Date, based on the original amortization schedule;
        (8)
        the Loan-to-Value Ratio and,
        if the Mortgage Loan is a Second Lien, the Combined Loan-to-Value Ratio,
        each
at
        origination; (9) the Mortgage Interest Rate in effect immediately following
        the
        Cut-off Date; (10) the date on which the first Monthly Payment was due on
        the
        Mortgage Loan; (11) the stated maturity date; (12) the amount of the Monthly
        Payment at origination; (13) the amount of the Monthly Payment as of the
        Cut-off
        Date; (14) the last Due Date on which a Monthly Payment was actually applied
        to
        the unpaid Stated Principal Balance; (15) the original principal amount of
        the
        Mortgage Loan and,
        if such Mortgage Loan is in a junior lien position, the principal balance
        of the
        First Lien at origination of the Mortgage Loan;
        (16) the Stated Principal Balance of the Mortgage Loan as of the close of
        business on the Cut-off Date; (17) with respect to each Adjustable Rate Mortgage
        Loan, the first Adjustment Date; (18) with respect to each Adjustable Rate
        Mortgage Loan, the Gross Margin; (19) a code indicating the purpose of the
        loan
        (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);
        (20)
        with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
        Interest Rate under the terms of the Mortgage Note; (21) with respect to
        each
        Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest Rate under the
        terms of the Mortgage Note; (22) the Mortgage Interest Rate at origination;
        (23)
        with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate Cap;
        (24)
        with respect to each Adjustable Rate Mortgage Loan, the first Adjustment
        Date
        immediately following the related Cut-off Date; (25) with respect to each
        Adjustable Rate Mortgage Loan, the Index; (26) the date on which the first
        Monthly Payment was due on the Mortgage Loan and, if such date is not consistent
        with the Due Date currently in effect, such Due Date; (27) a code indicating
        whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or a Fixed
        Rate
        Mortgage Loan; (28) a code indicating the documentation style (i.e., full,
        alternative or reduced); (29) a code indicating if the Mortgage Loan is subject
        to a Primary Insurance Policy or LPMI Policy; and if
        so, the provider of such 

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      insurance,
        the coverage percentage of such insurance and the fee payable to the provider
        in
        respect of such insurance;
        (30) the Appraised Value of the Mortgaged Property; (31) the sale price of
        the
        Mortgaged Property, if applicable; (32) a code indicating whether the Mortgage
        Loan is subject to a Prepayment Charge, the term of such Prepayment Charge
        and
        the amount of such Prepayment Charge; (33) the product type (e.g., 2/28,
        15 year
        fixed, 30 year fixed, 15/30 balloon, etc.); (34) the Mortgagor’s debt to income
        ratio; (35) a code indicating whether the Mortgaged Property is subject to
        a
        First Lien or a Second Lien; (36) a code indicating the Credit Score of the
        Mortgagor at the time of origination of the Mortgage Loan; (37) the Mortgage
        Loan’s payment history; (38) a code indicating the form of appraisal (i.e. form
        1004, 2055, etc.); (39) a code indicating whether the Mortgage Loan is a
        MERS
        Mortgage Loan and, if so, the corresponding MIN; and (40) a code indicating
        if
        the Mortgage Loan is an interest-only Mortgage Loan and, if so, the term
        of the
        interest-only period of such Mortgage Loan; (41)
        the amount of any fees payable by the Mortgagor in connection with the
        origination of such Mortgage Loan; (42) the Mortgagor’s income at origination;
        (43) the amortized original term to maturity as of the Cut-off Date; (44)
        with
        respect to each Adjustable Rate Mortgage Loan, a code indicating the frequency
        of adjustment of the related Mortgage Interest Rate; (45) the number of units
        in
        the related Mortgaged Property; (46) a code indicating whether the related
        Mortgagor is self-employed; (47) a code indicating the credit grade;
        (48) Tax Service Contract provider; and (49) Tax Service Contract number;
        (50)
        with respect to each Adjustable Rate Mortgage Loan, the lookback days; (51)
        a
        code indicating whether the Mortgagor is a first-time home buyer; (52) the
        race
        of the Mortgagor and any co-borrower; (53) the ethnicity of the Mortgagor
        and
        any co-borrower; (54) the Mortgagor’s monthly housing expense; (55) the
        Mortgagor’s monthly debt payment; and (56) the gender of the Mortgagor and any
        co-borrower.
        With
        respect to the Mortgage Loan Package in the aggregate, the Mortgage Loan
        Schedule shall set forth the following information, as of the related Cut-off
        Date: (1) the number of Mortgage Loans; (2) the current principal balance
        of the
        Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
        Loans; and (4) the weighted average maturity of the Mortgage Loans.

       

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

       

      Mortgaged
        Property:
        The
        Mortgagor’s real property securing repayment of a related Mortgage Note,
        consisting of a fee simple interest or leasehold (that conforms with FNMA
        and
        FHLMC guidelines) in a single parcel of real property improved by a Residential
        Dwelling.

       

      Mortgagor:
        The
        obligor on a Mortgage Note, the owner of the Mortgaged Property and the grantor
        or mortgagor named in the related Mortgage and such grantor’s or mortgagor’s
        successors in title to the Mortgaged Property.

       

      Net
        Mortgage Interest Rate:
        With
        respect to any Mortgage Loan (or the related REO Property), as of any date
        of
        determination, a per annum rate of interest equal to the then applicable
        Mortgage Interest Rate for such Mortgage Loan minus the Servicing Fee
        Rate.

       


      
        
          
          

        

        
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      Nonrecoverable
        Monthly Advance:
        Any
        Monthly Advance previously made or proposed to be made in respect of a Mortgage
        Loan or REO Property that, in the good faith business judgment of the Seller,
        will not, or, in the case of a proposed Monthly Advance, would not be,
        ultimately recoverable from related late payments, Insurance Proceeds or
        Liquidation Proceeds on such Mortgage Loan or REO Property as provided
        herein.

       

      Officer’s
        Certificate:
        A
        certificate signed by the Chairman of the Board or the Vice Chairman of the
        Board or a President or a Vice President and by the Treasurer or the Secretary
        or one of the Assistant Treasurers or Assistant Secretaries of the Person
        on
        behalf of whom such certificate is being delivered.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be salaried counsel for the Person on
        behalf
        of whom the opinion is being given, reasonably acceptable to each Person
        to whom
        such opinion is addressed.

       

      Periodic
        Rate Cap:
        With
        respect to each Adjustable Rate Mortgage Loan and any Adjustment Date therefor,
        a number of percentage points per annum that is set forth in the related
        Mortgage Loan Schedule and in the related Mortgage Note, which is the maximum
        amount by which the Mortgage Interest Rate for such Adjustable Rate Mortgage
        Loan may increase (without regard to the Maximum Mortgage Interest Rate)
        or
        decrease (without regard to the Minimum Mortgage Interest Rate) on such
        Adjustment Date from the Mortgage Interest Rate in effect immediately prior
        to
        such Adjustment Date.

       

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

       

      Preliminary
        Servicing Period:
        With
        respect to any Mortgage Loans, the period commencing on the related Closing
        Date
        and ending on the date the Seller enters into Reconstitution Agreements which
        amend or restate the servicing provisions of this Agreement.

       

      Prepayment
        Charge:
        With
        respect to any Mortgage Loan, any prepayment penalty or premium thereon payable
        in connection with a principal prepayment on such Mortgage Loan pursuant
        to the
        terms of the related Mortgage Note.

       

      Primary
        Insurance Policy:
        A
        policy of primary mortgage guaranty insurance.

       

      Principal
        Prepayment:
        Any
        payment or other recovery of principal on a Mortgage Loan which is received
        in
        advance of its scheduled Due Date, which is not accompanied by an amount
        of
        interest representing scheduled interest due on any date or dates in any
        month
        or months subsequent to the month of prepayment.

       

      Purchase
        Price:
        The
        price paid on the related Closing Date by the Purchaser to the Seller pursuant
        to the related Commitment Letter in exchange for the Mortgage Loans purchased
        on
        such Closing Date as provided in Section 4.

       


      
        
          
          

        

        
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      Qualified
        Correspondent:
        Any
        Person from which the Seller purchased Mortgage Loans, provided that the
        following conditions are satisfied: (i) such Mortgage Loans were originated
        pursuant to an agreement between the Seller and such Person that contemplated
        that such Person would underwrite mortgage loans from time to time, for sale
        to
        the Seller, in accordance with underwriting guidelines designated by the
        Seller
        (“Designated Guidelines”) or guidelines that do not vary materially from such
        Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten
        as
        described in clause (i) above and were acquired by the Seller within one
        hundred
        eighty (180) days after origination; (iii) either (x) the Designated Guidelines
        were, at the time such Mortgage Loans were originated, used by the Seller
        in
        origination of mortgage loans of the same type as the Mortgage Loans for
        the
        Seller’s own account or (y) the Designated Guidelines were, at the time such
        Mortgage Loans were underwritten, designated by the Seller on a consistent
        basis
        for use by lenders in originating mortgage loans to be purchased by the Seller;
        and (iv) the Seller employed, at the time such Mortgage Loans were acquired
        by
        the Seller, pre-purchase or post-purchase quality assurance procedures (which
        may involve, among other things, review of a sample of mortgage loans purchased
        during a particular time period or through particular channels) designed
        to
        ensure that Persons from which it purchased mortgage loans properly applied
        the
        underwriting criteria designated by the Seller.

       

      Qualified
        Insurer:
        Any
        insurer which meets the requirements of FNMA or FHLMC.

       

      Qualified
        Substitute Mortgage Loan:
        A
        mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
        of
        this Agreement which must, on the date of such substitution, (i) have an
        outstanding principal balance, after application of all scheduled payments
        of
        principal and interest due during or prior to the month of substitution,
        not in
        excess of the Stated Principal Balance of the Deleted Mortgage Loan as of
        the
        Due Date in the calendar month during which the substitution occurs, (ii)
        have a
        Mortgage Interest Rate not less than (and not more than one percentage point
        in
        excess of) the Mortgage Interest Rate of the Deleted Mortgage Loan, (iii)
        have a
        Net Mortgage Interest Rate not less than (and not more than one percentage
        point
        in excess of) the Net Mortgage Interest Rate of the Deleted Mortgage Loan,
        (iv)
        have a remaining term to maturity not greater than (and not more than three
        months less than) that of the Deleted Mortgage Loan, (v) have the same Due
        Date
        as the Due Date on the Deleted Mortgage Loan, (vi) have a Loan-to-Value Ratio
        as
        of the date of substitution equal to or lower than the Loan-to-Value Ratio
        of
        the Deleted Mortgage Loan as of such date, (vii) be covered under a Primary
        Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value
        Ratio in excess of 80% and the Deleted Mortgage Loan was covered under a
        Primary
        Insurance Policy, (viii) conform to each representation and warranty set
        forth
        in Subsection 7.02 of this Agreement and (ix) be the same type of mortgage
        loan
        (i.e. fixed or adjustable rate with the same Gross Margin and Index as the
        Deleted Mortgage Loan). In the event that one or more mortgage loans are
        substituted for one or more Deleted Mortgage Loans, the amounts described
        in
        clause (i) hereof shall be determined on the basis of aggregate principal
        balances, the Mortgage Interest Rates described in clause (ii) hereof shall
        be
        determined on the basis of weighted average Mortgage Interest Rates and shall
        be
        satisfied as to each such mortgage loan, the terms described in clause (iv)
        shall be determined on the basis of weighted average remaining terms to
        maturity, the Loan-to-Value Ratios described in clause (vi) hereof shall
        be
        satisfied as to each such mortgage loan and, except to the extent otherwise
        provided in this sentence, the representations and warranties described in
        clause (viii) hereof must be satisfied as to each Qualified Substitute Mortgage
        Loan or in the aggregate, as the case may be. In addition, the substitution
        of
        more than one Mortgage Loan pursuant to the previous sentence shall be subject
        to the Purchaser’s approval in its sole discretion.

       


      
        
          
          

        

        
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      Rate/Term
        Refinancing:
        A
        Refinanced Mortgage Loan, the proceeds of which are not either (i) $2,000
        or
        (ii) two percent of the existing first mortgage in excess of the existing
        first
        mortgage loan on the related Mortgaged Property and related closing costs,
        and
        were used exclusively to satisfy the then existing first mortgage loan of
        the
        Mortgagor or subordinate mortgages on the related Mortgaged Property, unsecured
        debt and to pay related closing costs.

       

      Reconstitution:
        Any
        Agency Transfer, Securitization Transaction or Whole Loan Transfer.

       

      Reconstitution
        Agreements:
        The
        agreement or agreements entered into by the Seller and the Purchaser and/or
        certain third parties on the Reconstitution Date or Dates with respect to
        any or
        all of the Mortgage Loans serviced hereunder, in connection with a Whole
        Loan
        Transfer or a Securitization Transaction as provided in Section 12.

       

      Reconstitution
        Date:
        The
        date or dates on which any or all of the Mortgage Loans serviced under this
        Agreement shall be removed from this Agreement and reconstituted as part
        of a
        Whole Loan Transfer or Securitization Transaction pursuant to Section 12
        hereof.

       

      Record
        Date:
        With
        respect to each Distribution Date, the last Business Day of the month
        immediately preceding the month in which such Distribution Date
        occurs.

       

      Refinanced
        Mortgage Loan:
        A
        Mortgage Loan the proceeds of which were not used to purchase the related
        Mortgaged Property.

       

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

       

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

       

      REMIC
        Provisions:
        Provisions of the federal income tax law relating to REMICs, which appear
        in
        Sections 860A through 860G of the Code, and related provisions, and proposed,
        temporary and final regulations and published rulings, notices and announcements
        promulgated thereunder, as the foregoing may be in effect from time to
        time.

       


      
        
          
          

        

        
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      REO
        Account:
        The
        separate trust account or accounts created and maintained pursuant to this
        Agreement which shall be entitled “IndyMac Bank, F.S.B., in trust for the
        Purchaser, as of [date of acquisition of title], Fixed and Adjustable Rate
        Mortgage Loans”.

       

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

       

      REO
        Property:
        A
        Mortgaged Property acquired as a result of the liquidation of a Mortgage
        Loan.

       

      Repurchase
        Price:
        With
        respect to any Mortgage Loan, (1) a price equal to (A) prior to the
        Reconstitution Date of such Mortgage Loan, (i) the Purchase Price percentage
        used to calculate the Purchase Price, as stated in the related Commitment
        Letter, times the Stated Principal Balance of the Mortgage Loan so repurchased,
        and (B) thereafter (i) the Stated Principal Balance of the Mortgage Loan
        so
        repurchased, plus (2) accrued interest thereon to the last day of the month
        such
        repurchase occurs, less amounts received in respect of such repurchased Mortgage
        Loan which are being held in the Custodial Account for distribution in
        connection with such Mortgage Loan, plus (3) any unreimbursed servicing advances
        and monthly advances (including nonrecoverable monthly advances) and any
        unpaid
        servicing fees allocable to such Mortgage Loan paid by any party other than
        the
        Seller, plus (4) any costs and expenses incurred by the Purchaser, the servicer,
        master servicer or any trustee in respect of the breach or defect giving
        rise to
        the repurchase obligation including, without limitation, any costs and damages
        incurred by any such party in connection with any violation by any such Mortgage
        Loan of any predatory or abusive lending law.

       

      Residential
        Dwelling:
        Any one
        of the following: (i) a one-family dwelling, (ii) a two- to four-family
        dwelling, (iii) a one-family dwelling unit in a condominium project, or (iv)
        a
        one-family dwelling in a planned unit development, none of which is manufactured
        housing, a co-operative, a commercial property, an agricultural property
        or a
        mixed use property.

       

      Second
        Lien:
        With
        respect to each Mortgaged Property, the lien of the mortgage, deed of trust
        or
        other instrument securing a Mortgage Note which creates a second lien on
        the
        Mortgaged Property.

       

      Second
        Lien Mortgage Loan:
        A
        Mortgage Loan secured by the lien on the Mortgaged Property, subject to one
        prior lien on such Mortgaged Property securing financing obtained by the
        related
        Mortgagor.

       

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

       

      Securitization
        Transaction:
        Any
        transaction involving either (1) a sale or other transfer of some or all
        of the
        Mortgage Loans directly or indirectly to an issuing entity in connection
        with an
        issuance of publicly offered or privately placed, rated or unrated
        mortgage-backed securities or (2) an issuance of publicly offered or privately
        placed, rated or unrated securities, the payments on which are determined
        primarily by reference to one or more portfolios of residential mortgage
        loans
        consisting, in whole or in part, of some or all of the Mortgage
        Loans.

       


      
        
          
          

        

        
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      Seller
        Information:
        As
        defined in Section 12A.07(a).

       

      Servicer:
        As
        defined in Section 12A.03(c).

       

      Servicing
        Addendum:
        The
        terms and conditions attached hereto as Exhibit 8 which will govern the
        servicing of the Mortgage Loans by the Seller during the Preliminary Servicing
        Period.

       

      Servicing
        Advances:
        All
        customary, reasonable and necessary “out-of-pocket” costs and expenses incurred
        by the Seller in the performance of its servicing obligations, including,
        but
        not limited to, the cost of (i) preservation, restoration and repair of a
        Mortgaged Property, (ii) any enforcement or judicial proceedings with respect
        to
        a Mortgage Loan, including foreclosure actions and (iii) the management and
        liquidation of REO Property.

       

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

       

      Servicing
        Fee:
        With
        respect to each Mortgage Loan, unless otherwise set forth in the related
        Commitment Letter, the amount of the annual servicing fee the Purchaser shall
        pay to the Seller, which shall, for each month, be equal to one-twelfth of
        the
        product of (a) the Servicing Fee Rate and (b) the unpaid principal balance
        of
        the Mortgage Loan. Such fee shall be payable monthly, computed on the basis
        of
        the same principal amount and period respectively which any related interest
        payment on a Mortgage Loan is computed. If the Preliminary Servicing Period
        includes any partial month, the Servicing Fee for such month shall be pro
        rated
        at a per diem rate based upon a 30-day month.

       

      Servicing
        Fee Rate:
        The per
        annum rate set forth in the related Commitment Letter at which the Servicing
        Fee
        accrues.

       

      Servicing
        File:
        With
        respect to each Mortgage Loan, the file retained by the Seller consisting
        of
        originals of all documents in the Mortgage File which are not delivered to
        the
        Purchaser or the Custodian and copies of all of the Mortgage Loan Documents
        for
        such Mortgage Loan.

       

      Servicing
        Transfer Costs:
        All
        reasonable costs and expenses incurred by the Purchaser in connection with
        the
        transfer of servicing from Seller, including, without limitation, any reasonable
        costs or expenses associated with the complete transfer of all servicing
        data
        and the completion, correction or manipulation of such servicing data as
        may be
        required by the Purchaser (or any successor to Seller appointed pursuant
        to
        Section 16) to correct any errors or insufficiencies in the servicing data
        or
        otherwise to enable the Purchaser (or any successor to Seller appointed pursuant
        to Section 16) to service the Mortgage Loans properly and
        effectively.

       


      
        
          
          

        

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

       

      Static
        Pool Information:
        Static
        pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
        AB.

       

      Stated
        Principal Balance:
        As to
        each Mortgage Loan as of any date of determination, (i) the scheduled principal
        balance of the Mortgage Loan as of the Cut-off Date after giving effect to
        payments of principal due on or before such date, whether or not collected
        from
        the Mortgagor on or before such date, minus (ii) all amounts previously
        distributed to the Purchaser with respect to the related Mortgage Loan
        representing payments or recoveries of principal.

       

      Subcontractor:
        Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        Mortgage Loans under the direction or authority of the Seller or a
        Subservicer.

       

      Subservicer:
        Any
        Person that services Mortgage Loans on behalf of the Seller or any Subservicer
        and is responsible for the performance (whether directly or through Subservicers
        or Subcontractors) of a substantial portion of the material servicing functions
        required to be performed by the Seller under this Agreement or any
        Reconstitution Agreement that are identified in Item 1122(d) of Regulation
        AB.

       

      Sub-Servicing
        Agreement:
        The
        written contract between the Seller and a Subservicer relating to servicing
        and
        administration of certain Mortgage Loans as provided in Subsection 11.30
        of this
        Agreement.

       

      Tax
        Service Contract:
        A
        transferable contract maintained for the Mortgaged Property with a tax service
        provider for the purpose of obtaining current information from local taxing
        authorities relating to such Mortgaged Property.

       

      Third-Party
        Originator:
        Each
        Person, other than a Qualified Correspondent, that originated Mortgage Loans
        acquired by the Seller.

       

      Underwriting
        Guidelines:
        The
        Seller’s written underwriting guidelines attached hereto as Exhibit 12 in effect
        with respect to the Mortgage Loans purchased by the Purchaser on the Initial
        Closing Date, which may be amended, supplemented or modified from time to
        time
        thereafter.

       

      Whole
        Loan Transfer:
        Any
        sale or transfer of some or all of the Mortgage Loans, other than a
        Securitization Transaction or Agency Transfer.

       


      
        
          
          

        

        
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      SECTION
        2. Agreement
        to Purchase.
        The
        Seller agrees to sell, and the Purchaser agrees to purchase, from time-to-time,
        Mortgage Loans having an aggregate principal balance on the related Cut-off
        Date
        in an amount as set forth in the related Commitment Letter, or in such other
        amount as agreed to by the Purchaser and the Seller as evidenced by the actual
        aggregate principal balance of the Mortgage Loans accepted by the Purchaser
        on
        the related Closing Date.

       

      SECTION
        3. Mortgage
        Loan Schedules.
        The
        Seller shall deliver the Mortgage Loan Schedule for a Mortgage Loan Package
        to
        be purchased on a particular Closing Date to the Purchaser at least three
        (3)
        Business Days prior to the related Closing Date or as otherwise set forth
        in the
        related Commitment Letter.

       

      SECTION
        4. Purchase
        Price.
        The
        Purchase Price for each Mortgage Loan listed on the related Mortgage Loan
        Schedule shall be the percentage of par as stated in the related Commitment
        Letter (subject to adjustment as provided therein), multiplied by its Stated
        Principal Balance as of the related Cut-off Date. If so provided in the related
        Commitment Letter, portions of the Mortgage Loans shall be priced
        separately.

       

      The
        Purchaser shall own and be entitled to receive with respect to each Mortgage
        Loan purchased, (1) all scheduled principal due after the related Cut-off
        Date,
        (2) all other recoveries of principal collected after the related Cut-off
        Date
        (provided, however, that all scheduled payments of principal due on or before
        the related Cut-off Date and collected by the Seller after the related Cut-off
        Date shall belong to the Seller), and (3) all payments of interest on the
        Mortgage Loans (minus that portion of any such interest payment that is
        allocable to the period prior to the related Cut-off Date). The Stated Principal
        Balance of each Mortgage Loan as of the related Cut-off Date is determined
        after
        application to the reduction of principal of payments of principal due on
        or
        before the related Cut-off Date whether or not collected. Therefore, for
        the
        purposes of this Agreement, payments of scheduled principal and interest
        prepaid
        for a Due Date beyond the related Cut-off Date shall not be applied to the
        principal balance as of the related Cut-off Date. Such prepaid amounts (minus
        the applicable Servicing Fee) shall be the property of the Purchaser. The
        Seller
        shall deposit any such prepaid amounts into the Custodial Account, which
        account
        is established for the benefit of the Purchaser, for remittance by the Seller
        to
        the Purchaser on the first related Distribution Date. All payments of principal
        and interest, less the applicable Servicing Fee, due on a Due Date following
        the
        related Cut-off Date shall belong to the Purchaser.

       

      SECTION
        5. Examination
        of Mortgage Files: Corporate Due Diligence.
        In
        addition to the rights granted to the Initial Purchaser under the related
        Commitment Letter to underwrite the Mortgage Loans and review the Mortgage
        Files
        prior to the related Closing Date, the Seller shall (a) deliver to the Custodian
        in escrow, for examination with respect to each Mortgage Loan to be purchased
        on
        such Closing Date, the related Mortgage Loan Documents, including the Assignment
        of Mortgage, pertaining to each Mortgage Loan, or (b) make the related Mortgage
        File available to the Initial Purchaser for examination at the Seller’s offices
        or such other location as shall otherwise be agreed upon by the Initial
        Purchaser and the Seller. Such examination may be made by the Initial Purchaser
        or its designee at any reasonable time before or after the related Closing
        Date.
        If the Initial Purchaser makes such examination prior to the related Closing
        Date and identifies any Mortgage Loans that do not conform to the terms of
        the
        related Commitment Letter or the Seller’s Underwriting Guidelines, such Mortgage
        Loans may, at the Initial Purchaser’s option, be rejected for purchase by the
        Initial Purchaser. If not purchased by the Initial Purchaser, such Mortgage
        Loans shall be deleted from the related Mortgage Loan Schedule. The Initial
        Purchaser may, at its option and without notice to the Seller, purchase all
        or
        part of any Mortgage Loan Package without conducting any partial or complete
        examination. The fact that the Initial Purchaser has conducted or has determined
        not to conduct any partial or complete examination of the Mortgage Files
        shall
        not affect the Initial Purchaser’s (or any of its successors’) rights to demand
        repurchase or other relief or remedy provided for in this
        Agreement.

       


      
        
          
          

        

        
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      The
        Initial Purchaser shall have the opportunity to conduct a corporate due
        diligence of the Seller, including but not limited to, on site review of
        the
        Seller's facilities and discussions with the Seller's management. The Initial
        Purchaser may conduct such review prior to or following the Initial Closing
        Date. In addition, the Initial Purchaser may perform additional reviews as
        the
        Initial Purchaser, in its sole discretion, deems necessary.

       

      SECTION
        6. Conveyance
        from Seller to Initial Purchaser.

       

      Subsection
        6.01. Conveyance
        of Mortgage Loans; Possession of Servicing Files.

       

      The
        Seller, simultaneously with the payment of the Purchase Price, shall execute
        and
        deliver to the Initial Purchaser an Assignment and Conveyance with respect
        to
        the related Mortgage Loan Package in the form attached hereto as Exhibit
        4. The
        Servicing File retained by the Seller with respect to each Mortgage Loan
        pursuant to this Agreement shall be appropriately identified in the Seller’s
        computer system to reflect clearly the sale of such related Mortgage Loan
        to the
        Purchaser. The Seller shall release from its custody the contents of any
        Servicing File retained by it only in accordance with this Agreement, except
        when such release is required in connection with a repurchase of any such
        Mortgage Loan pursuant to Subsection 7.03 or 7.04.

       

      In
        addition, in connection with the assignment of any MERS Mortgage Loans, the
        Seller agrees that it will cause, at its own expense, the MERS System to
        indicate that such Mortgage Loans have been assigned by the Seller to the
        Purchaser in accordance with this Agreement by including (or deleting, in
        the
        case of Mortgage Loans which are repurchased in accordance with this Agreement
        prior to the related Servicing Transfer Date) in such computer files the
        information required by the MERS System to identify the Purchaser of such
        Mortgage Loans.

       

      Subsection
        6.02. Books
        and Records.

       

      Record
        title to each Mortgage and the related Mortgage Note as of the related Closing
        Date shall be in the name of the Seller, the Purchaser, the Custodian or
        one or
        more designees of the Purchaser, as the Purchaser shall designate.
        Notwithstanding the foregoing, beneficial ownership of each Mortgage and
        the
        related Mortgage Note shall be vested solely in the Purchaser. All rights
        arising out of the Mortgage Loans including, but not limited to, all funds
        received by the Seller after the related Cut-off Date on or in connection
        with a
        Mortgage Loan as provided in Section 4 shall be vested in the Purchaser or
        one
        or more designees of the Purchaser; provided, however, that all such funds
        received on or in connection with a Mortgage Loan as provided in Section
        4 shall
        be received and held by the Seller in trust for the benefit of the Purchaser
        or
        the assignee of the Purchaser, as the case may be, as the owner of the Mortgage
        Loans pursuant to the terms of this Agreement.

       


      
        
          
          

        

        
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      Subsection
        6.03. Delivery
        of Mortgage Loan Documents.

       

      The
        Seller shall from time to time in connection with each Closing Date, at least
        five (5) Business Days prior to such Closing Date, deliver in escrow to the
        Custodian those Mortgage Loan Documents as required by this Agreement with
        respect to each Mortgage Loan to be purchased and sold on the related Closing
        Date and set forth on the related Mortgage Loan Schedule delivered with such
        Mortgage Loan Documents.

       

      The
        Seller shall be responsible for maintaining the Custodial Agreement during
        the
        Preliminary Servicing Period. The fees and expenses of the Custodian shall
        be
        paid by the Initial Purchaser except as set forth in the related Commitment
        Letter.

       

      The
        Seller shall forward to the Custodian original documents evidencing an
        assumption, modification, consolidation or extension of any Mortgage Loan
        entered into in accordance with this Agreement within two weeks of its
        execution, provided, however, that the Seller shall provide the Custodian
        with a
        certified true copy of any such document submitted for recordation within
        two
        weeks of its execution, and shall provide the original of any document submitted
        for recordation or a copy of such document certified by the appropriate public
        recording office to be a true and complete copy of the original within ninety
        days of its submission for recordation.

       

      SECTION
        7. Representations,
        Warranties and Covenants of the Seller: Remedies for Breach.

       

      Subsection
        7.01. Representations
        and Warranties Respecting the Seller.

       

      The
        Seller represents, warrants and covenants to the Purchaser as of the Initial
        Closing Date and each subsequent Closing Date or as of such date specifically
        provided herein or in the applicable Assignment and Conveyance:

       

      (i) The
        Seller is duly organized, validly existing and in good standing under the
        laws
        of the United States and is and will remain in compliance with the laws of
        each
        state in which any Mortgaged Property is located to the extent necessary
        to
        ensure the enforceability of each Mortgage Loan and the servicing of the
        Mortgage Loan in accordance with the terms of this Agreement. No licenses
        or
        approvals obtained by the Seller have been suspended or revoked by any court,
        administrative agency, arbitrator or governmental body and no proceedings
        are
        pending which might result in such suspension or revocation;

       


      
        
          
          

        

        
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      (ii) The
        Seller has the full power and authority to hold each Mortgage Loan, to sell
        each
        Mortgage Loan, and to execute, deliver and perform, and to enter into and
        consummate, all transactions contemplated by this Agreement. The Seller has
        duly
        authorized the execution, delivery and performance of this Agreement, has
        duly
        executed and delivered this Agreement, and this Agreement, assuming due
        authorization, execution and delivery by the Purchaser, constitutes a legal,
        valid and binding obligation of the Seller, enforceable against it in accordance
        with its terms except as the enforceability thereof may be limited by
        bankruptcy, insolvency or reorganization;

       

      (iii) The
        execution and delivery of this Agreement by the Seller and the performance
        of
        and compliance with the terms of this Agreement will not violate the Seller’s
        articles of incorporation or by-laws or constitute a default under or result
        in
        a breach or acceleration of, any material contract, agreement or other
        instrument to which the Seller is a party or which may be applicable to the
        Seller or its assets;

       

      (iv) The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (v) The
        Seller is an approved seller/servicer for FNMA and FHLMC in good standing
        and is
        a HUD approved mortgagee pursuant to Section 203 of the National Housing
        Act. No
        event has occurred, including but not limited to a change in insurance coverage,
        which would make the Seller unable to comply with FNMA, FHLMC or HUD eligibility
        requirements or which would require notification to FNMA, FHLMC or
        HUD;

       

      
        	 	
                (vi)

              	
                Reserved;

              


      

       

      
        	 	
                (vii)

              	
                Reserved;

              


      

       

      
        	 	
                (viii)

              	
                Reserved;

              


      

       

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

       


      
        
          
          

        

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

       

      (xi) The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions;

       

      (xii) The
        information delivered by the Seller to the Purchaser with respect to the
        Seller’s loan loss, foreclosure and delinquency experience for the twelve (12)
        months immediately preceding the Initial Closing Date on mortgage loans
        underwritten to the same standards as the Mortgage Loans and covering mortgaged
        properties similar to the Mortgaged Properties, is true and correct in all
        material respects;

       

      (xiii) Neither
        this Agreement nor any written statement, report or other document prepared
        and
        furnished or to be prepared and furnished by the Seller pursuant to this
        Agreement or in connection with the transactions contemplated hereby contains
        any untrue statement of material fact or omits to state a material fact
        necessary to make the statements contained herein or therein not
        misleading;

       

      (xiv) The
        consideration received by the Seller upon the sale of the Mortgage Loans
        constitutes fair consideration and reasonably equivalent value for such Mortgage
        Loans; 

       

      (xv) The
        Seller is solvent and will not be rendered insolvent by the consummation
        of the
        transactions contemplated hereby. The Seller is not transferring any Mortgage
        Loan with any intent to hinder, delay or defraud any of its creditors;
        and

       

      (xvi) The
        Seller is a member of MERS in good standing, and will comply in all material
        respects with the rules and procedures of MERS in connection with the servicing
        of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
        with MERS.

       

      Subsection
        7.02. Representations
        and Warranties Regarding Individual Mortgage Loans.

       

      The
        Seller hereby represents and warrants to the Purchaser that, as to each Mortgage
        Loan, as of the related Closing Date for such Mortgage Loan:

       

      (i) The
        information set forth in the related Mortgage Loan Schedule and the Mortgage
        Loan data delivered to the Purchaser and the Custodian is complete, true
        and
        correct;

       


      
        
          
          

        

        
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      (ii) The
        Mortgage Loan is in compliance with all requirements set forth in the related
        Commitment Letter, and the characteristics of the related Mortgage Loan Package
        as set forth in the related Commitment Letter are true and correct;

       

      (iii) The
        Seller has not advanced funds, or induced, solicited or knowingly received
        any
        advance of funds from a party other than the owner of the related Mortgaged
        Property, directly or indirectly, for the payment of any amount required
        by the
        Mortgage Note or Mortgage. No payment under the Mortgage Loan has been more
        than
        30 days delinquent at any time during the year immediately prior to the Closing
        Date;

       

      (iv) There
        are
        no delinquent taxes, ground rents, water charges, sewer rents, assessments,
        insurance premiums, leasehold payments, including assessments payable in
        future
        installments or other outstanding charges affecting the related Mortgaged
        Property;

       

      (v) The
        Mortgaged Property is located in the state identified in the related Mortgage
        Loan Schedule and is improved by a Residential Dwelling;

       

      (vi) The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office if necessary to maintain the lien priority
        of
        the Mortgage, and which have been delivered to the Custodian; the substance
        of
        any such waiver, alteration or modification has been approved by the insurer
        under the Primary Insurance Policy or LPMI Policy, if any, and the title
        insurer, to the extent required by the related policy, and is reflected on
        the
        related Mortgage Loan Schedule. No instrument of waiver, alteration or
        modification has been executed, and no Mortgagor has been released, in whole
        or
        in part, except in connection with an assumption agreement approved by the
        insurer under the Primary Insurance Policy or LPMI Policy, if any, the title
        insurer, to the extent required by the policy, and which assumption agreement
        has been delivered to the Custodian and the terms of which are reflected
        in the
        related Mortgage Loan Schedule;

       

      (vii) The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and/or the Mortgage, or
        the
        exercise of any right thereunder, render the Mortgage Note or the Mortgage
        unenforceable, in whole or in part, or subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury and no such
        right of rescission, set-off, counterclaim or defense has been asserted with
        respect thereto;

       

      (viii) All
        buildings upon the Mortgaged Property are insured by a Qualified Insurer
        against
        loss by fire, hazards of extended coverage and such other hazards as are
        customary in the area where the Mortgaged Property is located, pursuant to
        insurance policies conforming to the requirements of the Servicing Addendum.
        All
        such insurance policies contain a standard mortgagee clause naming the Seller,
        its successors and assigns as mortgagee and all premiums thereon have been
        paid.
        If the Mortgaged Property is in an area identified on a Flood Hazard Map
        or
        Flood Insurance Rate Map issued by the Federal Emergency Management Agency
        as
        having special flood hazards (and such flood insurance has been made available)
        a flood insurance policy meeting the requirements of the current guidelines
        of
        the Federal Insurance Administration is in effect which policy conforms to
        the
        requirements of FNMA and FHLMC and in an amount representing coverage not
        less
        than the greater of (i) the lesser of (a) the outstanding principal balance
        of
        the Mortgage Loan (plus any additional amount required to prevent the Mortgagor
        from being deemed a co-insurer) or (b) the amount necessary to fully compensate
        for any damage or loss to the improvements which are a part of such property
        on
        a replacement cost basis, or (ii) the maximum amount of insurance which is
        available under the National Flood Insurance Act of 1968 or the Flood Disaster
        Protection Act of 1973, as amended. The Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
        and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor’s cost and expense and to seek
        reimbursement therefor from the Mortgagor;

       


      
        
          
          

        

        
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      (ix) Each
        Mortgage Loan and, if any, the related Prepayment Charge complied in all
        material respects with any and all requirements of any federal, state or
        local
        law including, without limitation, usury, truth in lending, real estate
        settlement procedures, consumer credit protection, equal credit opportunity,
        fair housing, disclosure laws or all predatory, fair and abusive lending
        laws
        applicable to the origination of mortgage loans of a type similar to the
        Mortgage Loans have been complied with and the consummation of the transactions
        contemplated hereby will not involve the violation of any such laws, and
        the
        Seller shall maintain in its possession, available for the inspection of
        the
        Purchaser or its designee, and shall deliver to the Purchaser or its designee,
        upon five Business Days’ request, evidence of compliance with such
        requirements;

       

      (x) The
        Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, cancellation, subordination, rescission
        or
        release;

       

      (xi) The
        related Mortgage is properly recorded and is a valid, existing and enforceable
        (A) first lien and first priority security interest with respect to each
        Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
        on the Mortgage Loan Schedule), or (B) second lien and second priority security
        interest with respect to each Mortgage Loan which is indicated by the Seller
        to
        be a Second Lien (as reflected on the Mortgage Loan Schedule), in either
        case,
        on the Mortgaged Property, including all improvements on the Mortgaged Property
        subject only to (a) the lien of current real property taxes and assessments
        not
        yet due and payable, (b) covenants, conditions and restrictions, rights of
        way,
        easements and other matters of the public record as of the date of recording
        being acceptable to mortgage lending institutions generally and specifically
        referred to in the lender’s title insurance policy delivered to the originator
        of the Mortgage Loan and which do not adversely affect the Appraised Value
        of
        the Mortgaged Property, (c) other matters to which like properties are commonly
        subject which do not materially interfere with the benefits of the security
        intended to be provided by the Mortgage or the use, enjoyment, value or
        marketability of the related Mortgaged Property and (d) with respect to each
        Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
        Loan
        (as reflected on the Mortgage Loan Schedule) a First Lien on the Mortgaged
        Property. Any security agreement, chattel mortgage or equivalent document
        related to and delivered in connection with the Mortgage Loan establishes
        and
        creates a valid, existing and enforceable (A) first lien and first priority
        security interest with respect to each Mortgage Loan which is indicated by
        the
        Seller to be a First Lien (as reflected on the Mortgage Loan Schedule) or
        (B)
        second lien and second priority security interest with respect to each Mortgage
        Loan which is indicated by the Seller to be a Second Lien Mortgage Loan (as
        reflected on the Mortgage Loan Schedule), in either case, on the property
        described therein and the Seller has full right to sell and assign the same
        to
        the Purchaser. With respect to each Mortgage Loan which is indicated by the
        Seller to be a First Lien (as reflected on the Mortgage Loan Schedule), except
        as disclosed on the Mortgage Loan Schedule, the Mortgaged Property was not,
        as
        of the date of origination of the Mortgage Loan, subject to a mortgage, deed
        of
        trust, deed to secure debt or other security instrument creating a lien
        subordinate to the lien of the Mortgage;

       


      
        
          
          

        

        
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      (xii) The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms;

       

      (xiii) All
        parties to the Mortgage Note and the Mortgage had legal capacity to enter
        into
        the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
        and the Mortgage Note and the Mortgage have been duly and properly executed
        by
        such parties. The Mortgagor is a natural person or a living trust that conforms
        with the FNMA guidelines;

       

      (xiv) The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with. All costs, fees and expenses incurred in making or closing
        the Mortgage Loan and the recording of the Mortgage have been paid, and the
        Mortgagor is not entitled to any refund of any amounts paid or due to the
        Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xv) The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage. The Seller has full right and authority under all governmental
        and regulatory bodies having jurisdiction over such Seller, subject to no
        interest or participation of, or agreement with, any party, to transfer and
        sell
        the Mortgage Loan to the Purchaser pursuant to this Agreement free and clear
        of
        any encumbrance or right of others, equity, lien, pledge, charge, mortgage,
        claim, participation interest or security interest of any nature (collectively,
        a “Lien”); and immediately upon the transfers and assignments herein
        contemplated, the Seller shall have transferred and sold all of its right,
        title
        and interest in and to each Mortgage Loan and the Purchaser will hold good,
        marketable and indefeasible title to, and be the owner of, each Mortgage
        Loan
        subject to no Lien;

       


      
        
          
          

        

        
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      (xvi) All
        parties which have had any interest in the Mortgage Loan, whether as originator,
        mortgagee, assignee, pledgee or otherwise, are (or, during the period in
        which
        they held and disposed of such interest, were): (A) organized under the laws
        of
        the state where the Mortgaged Property is located, or (B) qualified to do
        business in such state, or (C) federal savings and loan associations or national
        banks having principal offices in such state, or (D) not doing business in
        such
        state so as to require qualification or licensing, or (E) not otherwise required
        to be licensed in such state. All parties which have had any interest in
        the
        Mortgage Loan were in compliance with any and all applicable “doing business”
and licensing requirements of the laws of the state wherein the Mortgaged
        Property is located or were not required to be licensed in such
        state;

       

      (xvii) Unless
        the Mortgaged Property is located in the State of Iowa and an attorney’s
        certificate and/or a certificate of title guaranty has been obtained, the
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
        lender’s title insurance policy (which, in the case of an Adjustable Rate
        Mortgage Loan has an adjustable rate mortgage endorsement in the form of
        ALTA
        6.0 or 6.1), issued by a title insurer acceptable to FNMA or FHLMC and qualified
        to do business in the jurisdiction where the Mortgaged Property is located,
        insuring (subject to the exceptions contained above in (xi)(a) and (b) and,
        with
        respect to each Mortgage Loan which is indicated by the Seller to be a Second
        Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) clause (d))
        the
        Seller, its successors and assigns as to the first priority lien of the Mortgage
        in the original principal amount of the Mortgage Loan and, with respect to
        any
        Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
        or
        unenforceability of the lien resulting from the provisions of the Mortgage
        providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
        Additionally, such lender’s title insurance policy affirmatively insures ingress
        and egress to and from the Mortgaged Property, and against encroachments
        by or
        upon the Mortgaged Property or any interest therein. The Seller is the sole
        insured of such lender’s title insurance policy, and such lender’s title
        insurance policy is in full force and effect and will be in full force and
        effect upon the consummation of the transactions contemplated by this Agreement.
        No claims have been made under such lender’s title insurance policy, and no
        prior holder of the related Mortgage, including the Seller, has done, by
        act or
        omission, anything which would impair the coverage of such lender’s title
        insurance policy;

       

      (xviii) There
        is
        no default, breach, violation or event of acceleration existing under the
        Mortgage or the Mortgage Note and no event (other than the obligation to
        make
        future payments) which, with the passage of time or with notice and the
        expiration of any grace or cure period, would constitute a default, breach,
        violation or event of acceleration, and the Seller has not waived any default,
        breach, violation or event of acceleration. With respect to each Mortgage
        Loan
        which is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
        on the Mortgage Loan Schedule) (i) the First Lien is in full force and effect,
        (ii) there is no default, breach, violation or event of acceleration existing
        under such First Lien mortgage or the related mortgage note, (iii) no event
        (other than the obligation to make future payments) which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a default, breach, violation or event of acceleration thereunder,
        and
        either (A) the First Lien mortgage contains a provision which allows or (B)
        applicable law requires, the mortgagee under the Second Lien Mortgage Loan
        to
        receive notice of, and affords such mortgagee an opportunity to cure any
        default
        by payment in full or otherwise under the First Lien mortgage;

       


      
        
          
          

        

        
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      (xix) There
        are
        no mechanics’ or similar liens or claims which have been filed for work, labor
        or material (and no rights are outstanding that under law could give rise
        to
        such lien) affecting the related Mortgaged Property which are or may be liens
        prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (xx) All
        improvements which were considered in determining the Appraised Value of
        the
        related Mortgaged Property lay wholly within the boundaries and building
        restriction lines of the Mortgaged Property, and no improvements on adjoining
        properties encroach upon the Mortgaged Property;

       

      (xxi) The
        Mortgage Loan was originated by the Seller or by a savings and loan association,
        a savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (xxii) Payments
        on the Mortgage Loan shall commence (with respect to any newly originated
        Mortgage Loans) or commenced no more than sixty days after the proceeds of
        the
        Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage
        Interest Rate. With respect to each Mortgage Loan, the Mortgage Note is payable
        on the first day of each month in Monthly Payments, which, (A) in the case
        of a
        Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
        principal balance over the original term thereof and to pay interest at the
        related Mortgage Interest Rate, (B) in the case of an Adjustable Rate Mortgage
        Loan, are changed on each Adjustment Date, and in any case, are sufficient
        to
        fully amortize the original principal balance over the original term thereof
        and
        to pay interest at the related Mortgage Interest Rate and (C) in the case
        of a
        Balloon Loan, are based on a fifteen (15) or thirty (30) year amortization
        schedule, as set forth in the related Mortgage Note, and a final monthly
        payment
        substantially greater than the preceding monthly payment which is sufficient
        to
        amortize the remaining principal balance of the Balloon Loan and to pay interest
        at the related Mortgage Interest Rate. No Balloon Loan has an original stated
        maturity of less than seven (7) years. The Index for each Adjustable Rate
        Mortgage Loan is as defined in the related Mortgage Loan Schedule. With respect
        to each Mortgage Loan identified on the Mortgage Loan Schedule as an
        interest-only Mortgage Loan, the interest-only period shall not exceed the
        period specified on the Mortgage Loan Schedule and following the expiration
        of
        such interest-only period, the remaining Monthly Payments shall be sufficient
        to
        fully amortize the original principal balance over the remaining term of
        the
        Mortgage Loan. The Mortgage Note does not permit negative amortization. No
        Mortgage Loan is a Convertible Mortgage Loan;

       

      (xxiii) The
        origination and collection practices used by the Seller with respect to each
        Mortgage Note and Mortgage have been in all respects legal, proper, prudent
        and
        customary in the mortgage origination and servicing industry. Any and all
        requirements of any federal, state, or local law applicable to the servicing
        of
        mortgage loans of a type similar to the Mortgage Loans have been complied
        with.
        The Mortgage Loan has been serviced by the Seller and any predecessor servicer
        in accordance with all applicable laws, rules and regulations, the terms
        of the
        Mortgage Note and Mortgage, and the Seller’s servicing guides. With respect to
        escrow deposits and Escrow Payments (other than with respect to each Mortgage
        Loan which is indicated by the Seller to be a Second Lien Mortgage Loan and
        for
        which the mortgagee under the First Lien is collecting Escrow Payments (as
        reflected on the Mortgage Loan Schedule)), if any, all such payments are
        in the
        possession of, or under the control of, the Seller and there exist no
        deficiencies in connection therewith for which customary arrangements for
        repayment thereof have not been made. No escrow deposits or Escrow Payments
        or
        other charges or payments due the Seller have been capitalized under any
        Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
        Payments are being held by the Seller for any work on a Mortgaged Property
        which
        has not been completed;

       


      
        
          
          

        

        
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      (xxiv) The
        Mortgaged Property is free of damage and waste and there is no proceeding
        pending or threatened for the total or partial condemnation thereof nor is
        such
        a proceeding currently occurring;

       

      (xxv) The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
        Mortgaged Property has not been subject to any bankruptcy proceeding or
        foreclosure proceeding and the Mortgagor has not filed for protection under
        applicable bankruptcy laws. There is no homestead or other exemption available
        to the Mortgagor which would interfere with the right to sell the Mortgaged
        Property at a trustee’s sale or the right to foreclose the Mortgage;


       

      (xxvi) The
        Mortgagor has not notified the Seller and the Seller has no knowledge of
        any
        relief requested or allowed to the Mortgagor under the Servicemembers Civil
        Relief Act;

       

      (xxvii) The
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        of
        the Seller (including any variances permitted pursuant to the underwriting
        guidelines, provided that Purchaser has been notified of any such variance)
        in
        effect at the time the Mortgage Loan was originated; and the Mortgage Note
        and
        Mortgage are on forms generally acceptable to FNMA and FHLMC;

       

      (xxviii) The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (xi) above;

       

      (xxix) The
        Mortgage File contains an appraisal of the related Mortgaged Property which,
        (a)
        with respect to First Lien Mortgage Loans, was on appraisal form 1004 or
        form
        2055 with an interior inspection, or (b) with respect to Second Lien Mortgage
        Loans, was on appraisal form 704, 2065 or 2055 with an exterior only inspection,
        and (c) with respect to (a) or (b) above, was made and signed, prior to the
        approval of the Mortgage Loan application, by a qualified appraiser who had
        no
        interest, direct or indirect in the Mortgaged Property or in any loan made
        on
        the security thereof, whose compensation is not affected by the approval
        or
        disapproval of the Mortgage Loan and who met the minimum qualifications of
        FNMA
        or FHLMC. Each appraisal of the Mortgage Loan was made in accordance with
        the
        relevant provisions of the Financial Institutions Reform, Recovery, and
        Enforcement Act of 1989;

       


      
        
          
          

        

        
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      (xxx) 
        In the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Purchaser to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (xxxi) No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (a)
        paid or partially paid with funds deposited in any separate account established
        by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
        by
        any source other than the Mortgagor or (c) contains any other similar provisions
        which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
        payment mortgage loan and the Mortgage Loan does not have a shared appreciation
        or other contingent interest feature;

       

      (xxxii) The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (xxxiii) No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property (except for construction-to-permanent loans with
        respect
        to which a completion certificate has been issued) or (b) facilitating the
        trade-in or exchange of a Mortgaged Property;

       

      (xxxiv) Reserved;

       

      (xxxv) 
        With
        respect to any Mortgage Loan with an original Loan to Value Ratio greater
        than
        80%, the Mortgage Loan will be insured by a Primary Insurance Policy, issued
        by
        a Qualified Insurer, which insures that portion of the Mortgage Loan in excess
        of the portion of the Appraised Value of the Mortgaged Property required
        by
        FNMA.] All provisions of such Primary Insurance Policy have been and are
        being
        complied with, such policy is in full force and effect, and all premiums
        due
        thereunder have been paid. Any Mortgage subject to any such Primary Insurance
        Policy obligates the Mortgagor thereunder to maintain such insurance and
        to pay
        all premiums and charges in connection therewith. The Mortgage Interest Rate
        for
        the Mortgage Loan does not include any such insurance premium;

       


      
        
          
          

        

        
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      (xxxvi) 
        The
        Mortgaged Property is lawfully occupied under applicable law; all inspections,
        licenses and certificates required to be made or issued with respect to all
        occupied portions of the Mortgaged Property and, with respect to the use
        and
        occupancy of the same, including but not limited to certificates of occupancy
        and fire underwriting certificates, have been made or obtained from the
        appropriate authorities. No improvement located on or being part of any
        Mortgaged Property is in violation of any applicable zoning law or
        regulation;

       

      (xxxvii) 
        No
        error, omission, misrepresentation, negligence, fraud or similar occurrence
        with
        respect to a Mortgage Loan has taken place on the part of any person, including
        without limitation the Mortgagor, any appraiser, any builder or developer,
        or
        any other party involved in the origination of the Mortgage Loan or in the
        application of any insurance in relation to such Mortgage Loan;

       

      (xxxviii) 
        Each
        original Mortgage was recorded and all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded,
        or are
        in the process of being recorded, in the appropriate jurisdictions wherein
        such
        recordation is necessary to perfect the lien thereof as against creditors
        of the
        Seller. As to any Mortgage Loan which is not a MERS Mortgage Loan, the
        Assignment of Mortgage is in recordable form and is acceptable for recording
        under the laws of the jurisdiction in which the Mortgaged Property is
        located;

       

      (xxxix) Any
        principal advances made to the Mortgagor prior to the Cut-off Date have been
        consolidated with the outstanding principal amount secured by the Mortgage,
        and
        the secured principal amount, as consolidated, bears a single interest rate
        and
        single repayment term reflected on the Mortgage Loan Schedule. The lien of
        the
        Mortgage securing the consolidated principal amount is expressly insured
        as
        having (A) first lien priority with respect to each Mortgage Loan which is
        indicated by the Seller to be a First Lien (as reflected on the Mortgage
        Loan
        Schedule), or (B) second lien priority with respect to each Mortgage Loan
        which
        is indicated by the Seller to be a Second Lien Mortgage Loan (as reflected
        on
        the Mortgage Loan Schedule), in either case, by a title insurance policy,
        an
        endorsement to the policy insuring the mortgagee’s consolidated interest or by
        other title evidence acceptable to FNMA and FHLMC. The consolidated principal
        amount does not exceed the original principal amount of the Mortgage
        Loan;

       

      (xl) Immediately
        prior to the payment of the Purchase Price for each Mortgage Loan, the Seller
        was the owner of record of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note and upon the payment of the Purchase Price by
        the
        Purchaser, in the event that the Seller retains record title, the Seller
        shall
        retain such record title to each Mortgage, each related Mortgage Note and
        the
        related Mortgage Files with respect thereto in trust for the Purchaser as
        the
        owner thereof and only for the purpose of servicing and supervising the
        servicing of each Mortgage Loan;

       

      (xli) 
        Each
        Mortgage Loan originated in the state of Texas pursuant to Article XVI, Section
        50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
        originated in compliance with the provisions of Article XVI, Section 50(a)(6)
        of
        the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
        With
        respect to each Texas Refinance Loan that is a Cash-Out Refinancing, the
        related
        Mortgage Loan Documents state that the Mortgagor may prepay such Texas Refinance
        Loan in whole or in part without incurring a Prepayment Charge. The Seller
        does
        not collect any such Prepayment Charges in connection with any such Texas
        Refinance Loan;

       


      
        
          
          

        

        
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      (xlii) To
        the
        extent required in the Underwriting Guidelines, the source of the down payment
        with respect to each Mortgage Loan has been fully verified by the
        Seller;

       

      (xliii) Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xliv) The
        Mortgaged Property is in material compliance with all applicable environmental
        laws pertaining to environmental hazards including, without limitation,
        asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
        Mortgagor, has received any notice of any violation or potential violation
        of
        such law;

       

      (xlv) The
        Seller shall, at its own expense, cause each Mortgage Loan to be covered
        by a
“life of loan” Tax Service Contract which is assignable to the Purchaser or its
        designee at no cost to the Purchaser or its designee; provided however, that
        if
        the Seller fails to purchase such Tax Service Contract, the Seller shall
        be
        required to reimburse the Purchaser for all costs and expenses incurred by
        the
        Purchaser in connection with the purchase of any such Tax Service
        Contract;

       

      (xlvi) Each
        Mortgage Loan is covered by a “life of loan” Flood Zone Service Contract which
        is assignable to the Purchaser or its designee at no cost to the Purchaser
        or
        its designee or, for each Mortgage Loan not covered by such Flood Zone Service
        Contract, the Seller agrees to purchase such Flood Zone Service
        Contract;

       

      (xlvii) None
        of
        the Adjustable Rate Mortgage Loans include an option to convert to a Fixed
        Rate
        Mortgage Loan;

       

      (xlviii) No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio;

       

      (xlix) The
        Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
        95%
        and the CLTV of any Mortgage Loan at origination was not more than
        100%;

       

      (l) Each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1);

       


      
        
          
          

        

        
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      (li) No
        Mortgage Loan is (a) subject to, covered by or in violation of the provisions
        of
        the Homeownership and Equity Protection Act of 1994, as amended, (“HOEPA”)
        or has an “annual percentage rate” or “total points and fees” payable by the
        borrower (as each such term is defined under HOEPA) that equal or exceed
        the
        applicable thresholds defined under HOEPA (Section 32 of Regulation Z, 12
        C.F.R.
        Section 226.32(a)(1)(i) and (ii)), (b)
        a
“high cost”, “covered”, “abusive”, “predatory”, “Oklahoma Section 10” or “high
        risk” mortgage loan (or a similarly designated loan using different terminology)
        under any federal, state or local law, including without limitation, the
        provisions of the Georgia Fair Lending Act, New York Banking Law, Section
        6-1,
        the Arkansas Home Loan Protection Act, effective as of June 14, 2003, Kentucky
        State Statute KRS 360.100, effective as of June 25, 2003, the New Jersey
        Home
        Ownership Security Act of 2002 (the “NJ Act”), the New Mexico Home Loan
        Protection Act (N.M. Stat. Ann. §§ 58-21A-1 et seq.), the Illinois High-Risk
        Home Loan Act (815 Ill. Comp. Stat. 137/1 et seq.), the Oklahoma Home Ownership
        and Equity Protection Act, Nevada Assembly Bill No. 284, effective as of
        Oct. 1,
        2003, the Minnesota Residential Mortgage Originator and Servicer Licensing
        Act
        (MN Stat. §58.137), the South Carolina High-Cost and Consumer Home Loans Act,
        effective January 1, 2004, the
        Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
        (Mass. Ann. Laws Ch. 183C) or
        any
        other statute or regulation providing assignee liability to holders of such
        mortgage loans, or (c) subject to or in violation of any such or comparable
        federal, state or local statutes or regulations;

       

      (lii) The
        Mortgage Loan Documents and any other documents required to be delivered
        with
        respect to each Mortgage Loan pursuant to this Agreement have been delivered
        to
        the Custodian, all in compliance with the specific requirements of this
        Agreement;;

       

      (liii) No
        Mortgage Loan had an original term to maturity of more than thirty (30)
        years;

       

      (liv) No
        Mortgagor is the obligor on more than four Mortgage Notes;

       

      (lv) Each
        Mortgage contains a provision for the acceleration of the payment of the
        unpaid
        principal balance of the related Mortgage Loan in the event the related
        Mortgaged Property is sold without the prior consent of the mortgagee
        thereunder;

       

      (lvi) With
        respect to each Mortgage Loan which is a Second Lien, (i) the related first
        lien
        does not provide for negative amortization, and (ii) either no consent for
        the
        Mortgage Loan is required by the holder of the first lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (lvii) [Reserved];

       

      (lviii) The
        Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
        Charges specifically authorizes such Prepayment Charges to be collected,
        such
        Prepayment Charges are permissible and enforceable in accordance with the
        terms
        of the related Mortgage Loan Documents and all applicable federal, state
        and
        local laws (except to the extent that the enforceability thereof may be limited
        by bankruptcy, insolvency, moratorium, receivership and other similar laws
        relating to creditors’ rights generally or the collectability thereof may be
        limited due to acceleration in connection with a foreclosure) and each
        Prepayment Charge was originated in compliance with all applicable federal,
        state and local laws;

       


      
        
          
          

        

        
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      (lix) With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a Prepayment Charge: (a) the Mortgage Loan provides some benefit to the
        Mortgagor (e.g., a rate or fee reduction) in exchange for accepting such
        Prepayment Charge; (b) the Mortgage Loan’s originator had a written policy of
        offering the Mortgagor, or requiring third-party brokers to offer the Mortgagor,
        the option of obtaining a Mortgage Loan that did not require payment of such
        a
        Prepayment Charge; (c) the Prepayment Charge was adequately disclosed to
        the
        Mortgagor pursuant to applicable state and federal law, (d) the duration
        of the
        prepayment period shall not exceed three (3) years from the date of the Mortgage
        Note and (e) such Prepayment Charge shall not be imposed in any instance
        where
        the Mortgage Loan is accelerated or paid off in connection with the workout
        of a
        delinquent mortgage or due to the Mortgagor’s default, notwithstanding that the
        terms of the Mortgage Loan or state or federal law might permit the imposition
        of such Prepayment Charge;

       

      (lx) No
        Mortgagor was required to purchase any single premium credit insurance policy
        (e.g., life, mortgage, disability, accident, unemployment, property or
        health insurance product) or debt cancellation agreement as a condition of
        obtaining the extension of credit. No Mortgagor obtained a prepaid single
        premium credit insurance policy (e.g., life, mortgage, disability, accident,
        unemployment, property or health insurance product) or debt cancellation
        agreement in connection with the origination of the Mortgage Loan. No proceeds
        from any Mortgage Loan were used to purchase single premium credit insurance
        policies (e.g., life, mortgage, disability, accident,
        unemployment, property or health insurance product) or debt cancellation
        agreements as part of the origination of, or as a condition to closing, such
        Mortgage Loan; 

       

      (lxi) No
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by an owner-occupied Mortgaged Property located
        in the
        State of Georgia;

       

      (lxii) The
        Seller and any predecessor servicer has fully furnished, in accordance with
        the
        Fair Credit Reporting Act and its implementing regulations, accurate and
        complete information (e.g., favorable and unfavorable) on its borrower credit
        files to Equifax, Experian and Trans Union Credit Information Company (three
        of
        the credit repositories) on a monthly basis; and the Seller will fully furnish,
        in accordance with the Fair Credit Reporting Act and its implementing
        regulations, accurate and complete information (e.g., favorable and unfavorable)
        on its borrower credit files to Equifax, Experian and Trans Credit Information
        Company (three of the credit repositories), on a monthly basis;

       

      (lxiii) No
        predatory, abusive or deceptive lending practices, including but not limited
        to,
        the extension of credit to a Mortgagor without regard for the Mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
        which has no tangible net benefit to the Mortgagor, were employed in connection
        with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
        with the anti-predatory lending eligibility for purchase requirements of
        FNMA’s
        Selling Guide;

       


      
        
          
          

        

        
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      (lxiv) The
        Seller has complied with all applicable anti-money laundering laws and
        regulations, including without limitation the USA Patriot Act of 2001
        (collectively, the “Anti-Money Laundering Laws”). The Seller has established an
        anti-money laundering compliance program as required by the Anti-Money
        Laundering Laws, has conducted the requisite due diligence in connection
        with
        the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
        Laws, including with respect to the legitimacy of the applicable Mortgagor
        and
        the origin of the assets used by the said Mortgagor to purchase the property
        in
        question, and maintains, and will maintain, sufficient information to identify
        the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
        no
        Mortgage Loan is subject to nullification pursuant to Executive Order 13224
        (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
        Assets Control of the United States Department of the Treasury (the “OFAC
        Regulations”) or in violation of the Executive Order or the OFAC Regulations,
        and no Mortgagor is subject to the provisions of such Executive Order or
        the
        OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
        Regulations; 

       

      (lxv) No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, taking into account such facts as, without
        limitation, the mortgage loan’s requirements and the Mortgagor’s credit history,
        income, assets and liabilities. Any borrower who sought financing through
        a
        Mortgage Loan originator’s higher-priced subprime lending channel was directed
        towards or offered the Mortgage Loan originator’s standard mortgage line if the
        borrower was able to qualify for one of the standard products. If, at the
        time
        of the related loan application, the Mortgagor may have qualified for a lower
        cost credit product then offered by any mortgage lending affiliate of the
        Seller, the Seller referred the Mortgagor’s application to such affiliate for
        underwriting consideration; 

       

      (lxvi) The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        did not rely on the extent of the Mortgagor’s equity in the collateral as the
        principal determining factor in approving such extension of credit. The
        methodology employed objective criteria that related such facts as, without
        limitation, the Mortgagor’s credit history, income, assets or liabilities, to
        the proposed mortgage payment and, based on such methodology, the Mortgage
        Loan’s originator made a reasonable determination that at the time of
        origination the Mortgagor had the ability to make timely payments on the
        Mortgage Loan;

       

      (lxvii) All
        points, fees and charges, including finance charges (whether or not financed,
        assessed, collected or to be collected), in connection with the origination
        and
        servicing of any Mortgage Loan were disclosed in writing to the related
        Mortgagor in accordance with applicable state and federal law and regulation
        and
        no related Mortgagor was charged “points and fees” (whether or not financed) in
        an amount that exceeds the greater of (1) 5% of the principal amount of such
        loan or (2) $1,000. For the purposes of this representation, “points and fees”
(a) include origination, underwriting, broker and finder’s fees and charges that
        the lender imposed as a condition of making the Mortgage Loan, whether they
        are
        paid to the lender or a third party; and (b) exclude bona fide discount points,
        fees paid for actual services rendered in connection with the origination
        of the
        Mortgage Loan (such as attorneys’ fees, notaries fees and fees paid for property
        appraisals, credit reports, surveys, title examinations and extracts, flood
        and
        tax certifications, and home inspections) and the cost of mortgage insurance
        or
        credit-risk price adjustments; the costs of title, hazard, and flood insurance
        policies; state and local transfer taxes or fees; escrow deposits for the
        future
        payment of taxes and insurance premiums; and other miscellaneous fees and
        charges that, in total, do not exceed 0.25 percent of the loan amount);


       


      
        
          
          

        

        
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      (lxviii) The
        Seller will transmit full-file credit reporting data for each Mortgage Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Company agrees it shall report one of the following statuses each month as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (lxix) No
        Mortgage Loan is a “manufactured housing loan” pursuant to the NJ Act, and one
        hundred percent of the amount financed of any purchase money Second Lien
        Mortgage Loan subject to the NJ Act was used for the purchase of the related
        Mortgaged Property;

       

      (lxx) With
        respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and such
        MIN
        is accurately provided on the related Mortgage Loan Schedule. The related
        assignment of Mortgage to MERS has been duly and properly recorded;

       

      (lxxi) With
        respect to each MERS Mortgage Loan, the Seller has not received any notice
        of
        liens or legal actions with respect to such Mortgage Loan and no such notices
        have been electronically posted by MERS;

       

      (lxxii) With
        respect to each Mortgage Loan, neither the related Mortgage nor the related
        Mortgage Note requires the Mortgagor to submit to arbitration to resolve
        any
        dispute arising out of or relating in any way to the Mortgage Loan
        transaction;

       

      (lxxiii) With
        respect to any Mortgage Loan for which a mortgage loan application was submitted
        by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by a
        Mortgage Property located in the State of Illinois is in violation of the
        provisions of the Illinois Interest Act, including Section 4.1a which provides
        that no such Mortgage Loan with a Mortgage Interest Rate in excess of 8.0%
        per
        annum has lender-imposed fees (or other charges) in excess of 3.0% of the
        original principal balance of the Mortgage Loan;

       

      (lxxiv) With
        respect to each Mortgage Loan that is secured in whole or in part by the
        interest of the Mortgagor as a lessee under a ground lease of the related
        Mortgaged Property (a “Ground Lease”) and not by a fee interest in such
        Mortgaged Property:

       

      
        	 	
                a.
                  

              	
                The
                  Mortgagor is the owner of a valid and subsisting interest as tenant
                  under
                  the Ground Lease;

              


      

       


      
        
          
          

        

        
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                b.
                  

              	
                The
                  Ground Lease is in full force and effect, unmodified and not supplemented
                  by any writing or otherwise;

              


      

       

      
        	 	
                c.
                  

              	
                The
                  Mortgagor is not in default under any of the terms thereof and
                  there are
                  no circumstances which, with the passage of time or the giving
                  of notice
                  or both, would constitute an event of default
                  thereunder;

              


      

       

      
        	 	
                d.
                  

              	
                The
                  lessor under the Ground Lease is not in default under any of the
                  terms or
                  provisions thereof on the part of the lessor to be observed or
                  performed;

              


      

       

      
        	 	
                e.
                  

              	
                The
                  term of the Ground Lease exceeds the maturity date of the related
                  Mortgage
                  Loan by at least ten years;

              


      

       

      
        	 	
                f.
                  

              	
                The
                  Ground Lease or a memorandum thereof has been recorded and by its
                  terms
                  permits the leasehold estate to be mortgaged. The Ground Lease
                  grants any
                  leasehold mortgagee standard protection necessary to protect the
                  security
                  of a leasehold mortgagee;

              


      

       

      
        	 	
                g.
                  

              	
                The
                  Ground Lease does not contain any default provisions that could
                  give rise
                  to forfeiture or termination of the Ground Lease except for the
                  non-payment of the Ground Lease
                  rents;

              


      

       

      
        	 	
                h.
                  

              	
                The
                  execution, delivery and performance of the Mortgage do not require
                  the
                  consent (other than those consents which have been obtained and
                  are in
                  full force and effect) under, and will not contravene any provision
                  of or
                  cause a default under, the Ground Lease;
                  and

              


      

       

      The
        Ground Lease provides that the leasehold can be transferred, mortgaged and
        sublet an unlimited number of times either without restriction or on payment
        of
        a reasonable fee and delivery of reasonable documentation to the
        lessor;

       

      (lxxv) No
        Mortgage Loan originated on or after November 7, 2004 secured by a Mortgaged
        Property located in the State of Massachusetts is a Refinanced Mortgage Loan;
        and

       

      (lxxvi) With
        respect to any Mortgage Loan that is secured in whole or in part by an interest
        in manufactured housing, upon the origination of each such Mortgage Loan
        such
        manufactured housing unit either (i) will be the principal residence of the
        Mortgagor or (ii) will be classified as real property under applicable state
        law.

       


      
        
          
          

        

        
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      Subsection
        7.03. Remedies
        for Breach of Representations and Warranties.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans to
        the
        Purchaser and shall inure to the benefit of the Purchaser, notwithstanding
        any
        restrictive or qualified endorsement on any Mortgage Note or Assignment of
        Mortgage or the examination or lack of examination of any Mortgage File.
        Upon
        discovery by the Seller or the Purchaser of a breach of any of the foregoing
        representations and warranties which materially and adversely affects the
        value
        of the Mortgage Loans or the interest of the Purchaser (or which materially
        and
        adversely affects the interests of the Purchaser in the related Mortgage
        Loan in
        the case of a representation and warranty relating to a particular Mortgage
        Loan), the party discovering such breach shall give prompt written notice
        to the
        other.

       

      Within
        sixty (60) days (or with respect to a breach of Section 7.02(lxx), within
        ten
        (10) days) of the earlier of either discovery by or notice to the Seller
        of any
        breach of a representation or warranty which materially and adversely affects
        the value of a Mortgage Loan or the Mortgage Loans, the Seller shall use
        its
        best efforts promptly to cure such breach in all material respects and, if
        such
        breach cannot be cured, the Seller shall, at the Purchaser’s option, repurchase
        such Mortgage Loan at the Repurchase Price within two (2) Business Days
        following the expiration of the related cure period. In the event that a
        breach
        shall involve any representation or warranty set forth in Subsection 7.01
        and
        such breach cannot be cured within 60 days of the earlier of either discovery
        by
        or notice to the Seller of such breach, all of the Mortgage Loans shall,
        at the
        Purchaser’s option, be repurchased by the Seller at the Repurchase Price. The
        Seller may, rather than repurchase the Mortgage Loan as provided above, remove
        such Mortgage Loan and substitute in its place a Qualified Substitute Mortgage
        Loan or Loans; provided that such substitution shall be effected not later
        than
        120 days after notice to the Seller of such breach. If the Seller has no
        Qualified Substitute Mortgage Loan, the Seller shall repurchase the deficient
        Mortgage Loan. Any repurchase of a Mortgage Loan(s) pursuant to the foregoing
        provisions of this Subsection 7.03 shall occur on a date designated by the
        Purchaser and shall be accomplished (i) by wire transfer of immediately
        available funds on the repurchase date to an account designated by the Initial
        Purchaser or (ii) as otherwise set forth in the related Commitment Letter.
        Notwithstanding anything to the contrary contained herein, it is understood
        by
        the parties hereto that, to the extent uncured within the time provided above,
        a
        breach of the representations and warranties made in Subsections 7.02(ix),
        (l),
        (li), (lvii), (lix), (lx), (lxi), (lxii), (lxv), (lxvi), (lxxii) or (lxxvi)
        will
        be deemed to materially and adversely affect the value of the related Mortgage
        Loan or the interest of the Purchaser therein.

       

      If
        pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan
        that
        is a MERS Mortgage Loan, the Seller shall either (i) cause MERS to execute
        and
        deliver an assignment of the Mortgage in recordable form to transfer the
        Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
        from registration on the MERS System in accordance with MERS’ rules and
        regulations or (ii) cause MERS to designate on the MERS System the Seller
        as the
        beneficial holder of such Mortgage Loan.

       


      
        
          
          

        

        
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      At
        the
        time of repurchase of any deficient Mortgage Loan, the Purchaser and the
        Seller
        shall arrange for the reassignment of the repurchased Mortgage Loan to the
        Seller and the delivery to the Seller of any documents held by the Custodian
        relating to the repurchased Mortgage Loan. In the event the Repurchase Price
        is
        deposited in the Custodial Account, the Seller shall, simultaneously with
        such
        deposit, give written notice to the Purchaser that such deposit has taken
        place.
        Upon such repurchase the related Mortgage Loan Schedule shall be amended
        to
        reflect the withdrawal of the repurchased Mortgage Loan from this
        Agreement.

       

      As
        to any
        Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
        Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
        to the Purchaser for such Qualified Substitute Mortgage Loan or Loans the
        Mortgage Loan Documents. The Seller shall deposit in the Custodial Account
        the
        Monthly Payment less the Servicing Fee due on such Qualified Substitute Mortgage
        Loan or Loans in the month following the date of such substitution. Monthly
        Payments due with respect to Qualified Substitute Mortgage Loans in the month
        of
        substitution will be retained by the Seller. For the month of substitution,
        distributions to the Purchaser will include the Monthly Payment due on such
        Deleted Mortgage Loan in the month of substitution, and the Seller shall
        thereafter be entitled to retain all amounts subsequently received by the
        Seller
        in respect of such Deleted Mortgage Loan. The Seller shall give written notice
        to the Purchaser that such substitution has taken place and shall amend the
        Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan
        from
        the terms of this Agreement and the substitution of the Qualified Substitute
        Mortgage Loan. Upon such substitution, such Qualified Substitute Mortgage
        Loan
        or Loans shall be subject to the terms of this Agreement in all respects,
        and
        the Seller shall be deemed to have made with respect to such Qualified
        Substitute Mortgage Loan or Loans, as of the date of substitution, the
        covenants, representations and warranties set forth in Subsections 7.01 and
        7.02.

       

      For
        any
        month in which the Seller substitutes one or more Qualified Substitute Mortgage
        Loans for one or more Deleted Mortgage Loans, the Seller will determine the
        amount (if any) by which the aggregate principal balance of all such Qualified
        Substitute Mortgage Loans as of the date of substitution is less than the
        aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
        application of scheduled principal payments due in the month of substitution).
        An amount equal to the sum of (x) the product of (i) the amount of such
        shortfall and (ii) the purchase price percentage used to calculate the Purchase
        Price, as stated in the related Commitment Letter and (y) accrued interest
        on
        the amount of such shortfall to the last day of the month such substitution
        occurs, shall be distributed by the Seller in the month of substitution pursuant
        to the Servicing Addendum. Accordingly, on the date of such substitution,
        the
        Seller, as applicable, will deposit from its own funds into the Custodial
        Account an amount equal to such amount.

       

      In
        addition to such cure, repurchase and substitution obligation, the Seller
        shall
        indemnify the Purchaser and hold it harmless against any losses, damages,
        penalties, fines, forfeitures, reasonable and necessary legal fees and related
        costs, judgments, and other costs and expenses resulting from any claim,
        demand,
        defense or assertion based on or grounded upon, or resulting from, a breach
        of
        the Seller’s representations and warranties contained in this Section 7. It is
        understood and agreed that the obligations of the Seller set forth in this
        Subsection 7.03 to cure, substitute for or repurchase a defective Mortgage
        Loan
        and to indemnify the Purchaser as provided in this Subsection 7.03 constitute
        the sole remedies of the Purchaser respecting a breach of the foregoing
        representations and warranties. The indemnification obligation of the Seller
        set
        forth herein shall survive the termination of this Agreement notwithstanding
        any
        applicable statute of limitations, which the Seller hereby expressly
        waives.

       


      
        
          
          

        

        
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      Any
        cause
        of action against the Seller relating to or arising out of the breach of
        any
        representations and warranties made in Subsections 7.01 or 7.02 shall accrue
        as
        to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or
        notice thereof by the Seller to the Purchaser, (ii) failure by the Seller
        to
        cure such breach or repurchase such Mortgage Loan as specified above, and
        (iii)
        demand upon the Seller by the Purchaser for compliance with the relevant
        provisions of this Agreement.

       

      Subsection
        7.04. Prepayment-in-Full
        Premium Recapture.

       

      In
        the
        event that any Mortgage Loans prepay-in-full within one (1) month of the
        related
        Closing Date, the Seller shall remit to the Initial Purchaser within five
        (5)
        Business Days following receipt of notice from the Purchaser of a
        prepayment-in-full, the Premium (as defined below) with respect to such prepaid
        Mortgage Loan. With respect to each prepaid Mortgage Loan, the Premium shall
        be
        an amount equal to the product of (A) the excess of the related Purchase
        Price
        percentage over 100%, and (B) the Stated Principal Balance of such prepaid
        Mortgage Loan as of the related Closing Date. 

       

      Subsection
        7.05. Early
        Payment Default. 

       

      If
        (i)
        any Mortgagor fails to make the first scheduled Monthly Payment due to Purchaser
        within the calendar month such payment is due or (ii) during the one calendar
        month following the related Closing Date (a) a Mortgagor shall voluntarily
        commence any proceeding or file any petition seeking liquidation, reorganization
        or other relief under any Federal or state bankruptcy, insolvency, receivership
        or similar law now or hereafter in effect or (b) an involuntary proceeding
        shall
        be commenced or an involuntary petition shall be filed seeking liquidation,
        reorganization or other relief in respect of a Mortgagor under any Federal
        or
        state bankruptcy, insolvency, receivership or similar law now or hereafter
        in
        effect, the Seller shall repurchase the related Mortgage Loan at the Repurchase
        Price within five (5) Business Days following receipt of notice from the
        Purchaser of such payment default or such proceeding.

       

      SECTION
        8. Closing.
        The
        closing for each Mortgage Loan Package shall take place on the related Closing
        Date. At the Purchaser’s option, the closing shall be either by telephone,
        confirmed by letter or wire as the parties shall agree, or conducted in person,
        at such place as the parties shall agree.

       

      The
        closing for the Mortgage Loans to be purchased on each Closing Date shall
        be
        subject to each of the following conditions:

       


      
        
          
          

        

        
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      (a) all
        of
        the representations and warranties of the Seller under this Agreement shall
        be
        true and correct as of the related Closing Date and no event shall have occurred
        which, with reasonable notice to the Seller or the passage of time, would
        constitute a default under this Agreement;

       

      (b) the
        Initial Purchaser shall have received, or the Initial Purchaser’s attorneys
        shall have received in escrow, all Closing Documents as specified in Section
        9,
        in such forms as are agreed upon and acceptable to the Purchaser, duly executed
        by all signatories other than the Purchaser as required pursuant to the terms
        hereof;

       

      (c) the
        Seller shall have delivered and released to the Custodian all documents required
        pursuant to this Agreement; and

       

      (d) all
        other
        terms and conditions of this Agreement shall have been complied
        with.

       

      Subject
        to the foregoing conditions, the Initial Purchaser shall pay to the Seller
        on
        the related Closing Date the Purchase Price, plus accrued interest with respect
        to each Mortgage Loan at the Mortgage Interest Rate from the date the Mortgagor
        last paid interest through to the Closing Date pursuant to Section 4, by
        wire
        transfer of immediately available funds to the account designated by the
        Seller.

       

      SECTION
        9. Closing
        Documents.

       

      (a) On
        or
        before the Initial Closing Date, the Seller shall submit to the Initial
        Purchaser fully executed originals (or, with respect to clause (6) below,
        a link
        to Seller’s website that contains such information) of the following
        documents:

       

      
        	 	
                1.

              	
                this
                  Agreement, in four counterparts;

              


      

       

      
        	 	
                2.

              	
                a
                  Custodial Account Letter Agreement in the form attached as Exhibit
                  6
                  hereto;

              


      

       

      
        	 	
                3.

              	
                as
                  Escrow Account Letter Agreement in the form attached as Exhibit
                  7
                  hereto;

              


      

       

      
        	 	
                4.

              	
                an
                  Officer’s Certificate, in the form of Exhibit 1 hereto, including all
                  attachments thereto;

              


      

       

      
        	 	
                5.

              	
                Reserved;
                  and

              


      

       

      
        	 	
                6.

              	
                the
                  Seller’s Underwriting Guidelines for each of the Seller’s origination
                  programs.

              


      

       

      (b) The
        Closing Documents for the Mortgage Loans to be purchased on each Closing
        Date
        shall consist of fully executed originals of the following
        documents:

       


      
        
          
          

        

        
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                1.

              	
                the
                  related Commitment Letter;

              


      

       

      
        	 	
                2.

              	
                the
                  related Mortgage Loan Schedule to be attached to the related Assignment
                  and Conveyance;

              


      

       

      
        	 	
                3.

              	
                a
                  Custodian’s trust receipt and initial certification, as required under the
                  Custodial Agreement, in a form acceptable to the Initial
                  Purchaser;

              


      

       

      
        	 	
                4.

              	
                an
                  Officer’s Certificate, in the form of Exhibit 1 hereto, including all
                  attachments thereto;

              


      

       

      
        	 	
                5.

              	
                Reserved;

              


      

       

      
        	 	
                6.

              	
                a
                  Security Release Certification, in the form of Exhibit 3 hereto
                  executed
                  by any Person, as requested by the Initial Purchaser, if any of
                  the
                  Mortgage Loans has at any time been subject to any security interest,
                  pledge or hypothecation for the benefit of such
                  Person;

              


      

       

      
        	 	
                7.

              	
                a
                  certificate or other evidence of merger or change of name, signed
                  or
                  stamped by the applicable regulatory authority, if any of the Mortgage
                  Loans were acquired by the Seller by merger or acquired or originated
                  by
                  the Seller while conducting business under a name other than its
                  present
                  name, if applicable;

              


      

       

      
        	 	
                8.

              	
                an
                  Assignment and Conveyance in the form of Exhibit 4 hereto;
                  and

              


      

       

      
        	 	
                9.

              	
                any
                  modifications, amendments or supplements to the Underwriting Guidelines
                  following the Initial Closing Date.

              


      

       

      (c) In
        addition, to the extent that the Underwriting Guidelines are modified, amended
        or supplemented at any time following the Initial Closing Date, the Seller
        shall
        notify the Purchaser of such change and provide the Purchaser a copy in both
        electronic and hard copy of such modification, amendment or supplement no
        later
        than five (5) Business Days following the effective date of such modification,
        amendment or supplement.

       

      SECTION
        10. Costs.
         The
        Purchaser shall pay any commissions due its salesmen and the legal fees and
        expenses of its attorneys. All other costs and expenses incurred in connection
        with the transfer and delivery of the Mortgage Loans and the Seller’s attorney
        fees, shall be paid by the Seller. Any recording fees, fees for title policy
        endorsements and continuations, fees for recording Assignments of Mortgage
        shall
        be paid by the Purchaser and, to the extent such recording is required,
        reimbursable by the Seller in an amount equal to $30 per Mortgage Loan with
        such
        amount being deducted from the Purchase Price by the Purchaser on the related
        Closing Date. The Seller and the Purchaser shall pay certain other expenses
        of
        the Custodian
        to the
        extent set forth in the Commitment Letter.

       


      
        
          
          

        

        
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      SECTION
        11. Seller’s
        Servicing Obligations.
        The
        Seller, as independent contract servicer, shall service and administer the
        Mortgage Loans the Seller sold to the Purchaser on the related Closing Date
        during the Interim Servicing Period, directly or through one or more
        Subservicers, in accordance with the terms and provisions set forth in the
        Servicing Addendum attached as Exhibit 8, which Servicing Addendum is
        incorporated herein by reference.

       

      SECTION
        12. Removal
        of Mortgage Loans from Inclusion under this Agreement Upon a Whole Loan Transfer
        or a Securitization Transaction on One or More Reconstitution
        Dates.
        The
        Seller and the Initial Purchaser agree that with respect to some or all of
        the
        Mortgage Loans, the Initial Purchaser may affect either:

       

      
        	 	
                1.

              	
                one
                  or more Whole Loan Transfers;
                  and/or

              


      

       

      
        	 	
                2.

              	
                one
                  or more Securitization
                  Transactions.

              


      

       

      With
        respect to each Whole Loan Transfer or Securitization Transaction, as the
        case
        may be, entered into by the Initial Purchaser, the Seller agrees:

       

      
        	 	
                (1)

              	
                to
                  cooperate fully with the Purchaser and any prospective purchaser
                  with
                  respect to all reasonable requests and due diligence procedures
                  and with
                  respect to the preparation (including, but not limited to, the
                  endorsement, delivery, assignment, and execution) of the Mortgage
                  Loan
                  Documents and other related documents, and with respect to servicing
                  requirements reasonably requested by the rating agencies and credit
                  enhancers;

              


      

       

      
        	 	
                (2)

              	
                to
                  execute all Reconstitution Agreements provided that each of the
                  Seller and
                  the Purchaser is given an opportunity to review and reasonably
                  negotiate
                  in good faith the content of such documents not specifically referenced
                  or
                  provided for herein and that Seller shall not be required to agree
                  to
                  anything that reduces its rights or increases its obligations under
                  this
                  Agreement;

              


      

       

      
        	 	
                (3)

              	
                with
                  respect to any Whole Loan Transfer or Securitization Transaction,
                  the
                  Seller will restate (a) the representations and warranties with
                  respect to
                  the Seller set forth in Section 7.01, directly to the Purchaser,
                  the
                  master servicer, any successor servicer or any purchasers of the
                  Mortgage
                  Loans from the Purchaser as
                  of the date of such Whole Loan Transfer or Securitization Transaction
                  of
                  the Mortgage Loans;
                  (b) the Mortgage Loan representations and warranties set forth
                  in
                  Subsections 7.02(iv), (vi), (viii), (x), (xvii), (except with respect
                  to
                  the first two sentences), (xxiii), to the knowledge of the Seller
                  (xxiv),
                  to the knowledge of the Seller (xxv) (except with respect to the
                  first
                  sentence), (xxxiv), to the knowledge of the Seller (xxxv), to the
                  knowledge of the Seller (xliii), (lxvi) and (lxxii) directly to
                  the
                  Purchaser, the master servicer, any successor servicer or any purchasers
                  of the Mortgage Loans from the Purchaser as of the date of such
                  Whole Loan
                  Transfer or Securitization Transaction of the Mortgage Loans; and
                  (c) the
                  Mortgage Loan representations and warranties other than those set
                  forth in
                  clause (b) above, directly to the Purchaser, the master servicer,
                  any
                  successor servicer or any purchasers of the Mortgage Loans from
                  the
                  Purchaser as of the related Closing Date. Any restatement as described
                  herein shall be modified to the extent necessary to accurately
                  reflect the
                  pool statistics of the Mortgage Loans as of the date of such restatement;
                  

              


      

       


      
        
          
          

        

        
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                (4)

              	
                to
                  deliver to the Purchaser for inclusion in any prospectus or other
                  offering
                  material such publicly available information regarding the Seller,
                  its
                  financial condition and its mortgage loan delinquency, foreclosure
                  and
                  loss experience and any additional information requested by the
                  Purchaser,
                  and to deliver to the Purchaser any similar nonpublic, unaudited
                  financial
                  information, in which case the Purchaser shall bear the cost of
                  having
                  such information audited by certified public accountants if the
                  Purchaser
                  desires such an audit, or as is otherwise reasonably requested
                  by the
                  Purchaser and which the Seller is capable of providing without
                  unreasonable effort or expense, and to indemnify the Purchaser
                  and its
                  affiliates for material misstatements or omissions contained (i)
                  in such
                  information and (ii) on the Mortgage Loan
                  Schedule;

              


      

       

      
        	 	
                (5)

              	
                to
                  deliver to the Purchaser and to any Person designated by the Purchaser,
                  at
                  the Purchaser’s expense, such statements and audit letters of reputable,
                  certified public accountants pertaining to information provided
                  by the
                  Seller pursuant to clause 4 above as shall be reasonably requested
                  by the
                  Purchaser;

              


      

       

      
        	 	
                (6)

              	
                to
                  deliver to the Purchaser, and to any Person designated by the Purchaser,
                  such legal documents and in-house Opinions of Counsel as are customarily
                  delivered by originators or servicers, as the case may be, and
                  reasonably
                  determined by the Purchaser to be necessary in connection with
                  Whole Loan
                  Transfers or Securitization Transactions, as the case may be, such
                  in-house Opinions of Counsel for a Securitization Transaction to
                  be in the
                  form reasonably acceptable to the Purchaser, it being understood
                  that the
                  Purchaser shall pay or reimburse Seller for all reasonable professional
                  fees and other out-of-pocket expenses incurred by Seller in connection
                  with any such Whole Loan Transfer or Securitization Transaction,
                  provided
                  that in the event that any such fees exceed $5,000 in the aggregate,
                  the
                  Seller shall not be reimbursed without Purchaser’s prior written approval.
                  

              


      

       


      
        
          
          

        

        
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                (7)

              	
                to
                  negotiate and execute one or more subservicing agreements between
                  the
                  Seller and any master servicer which is generally considered to
                  be a
                  prudent master servicer in the secondary mortgage market, designated
                  by
                  the Purchaser in its sole discretion after consultation with the
                  Seller
                  and/or one or more custodial and servicing agreements among the
                  Purchaser,
                  the Seller and a third party custodian/trustee which is generally
                  considered to be a prudent custodian/trustee in the secondary mortgage
                  market designated by the Purchaser in its sole discretion after
                  consultation with the Seller, in either case for the purpose of
                  pooling
                  the Mortgage Loans with other Mortgage Loans for resale or
                  securitization;

              


      

       

      
        	 	
                (8)

              	
                in
                  connection with any securitization of any Mortgage Loans, to execute
                  a
                  pooling and servicing agreement, which pooling and servicing agreement
                  may, at the Purchaser’s direction, contain contractual provisions
                  including, but not limited to, a 24-day certificate payment delay
                  (54-day
                  total payment delay), servicer advances of delinquent scheduled
                  payments
                  of principal and interest through liquidation (unless deemed
                  non-recoverable) and prepayment interest shortfalls (to the extent
                  of the
                  monthly servicing fee payable thereto), servicing and mortgage
                  loan
                  representations and warranties which, subject to Section 12(3)
                  herein, in
                  form and substance conform to the representations and warranties
                  in this
                  Agreement and to secondary market standards for securities backed
                  by
                  mortgage loans similar to the Mortgage Loans and such provisions
                  with
                  regard to servicing responsibilities, investor reporting, segregation
                  and
                  deposit of principal and interest payments, custody of the Mortgage
                  Loans,
                  and other covenants as are required by the Purchaser and one or
                  more
                  nationally recognized rating agencies for mortgage pass-through
                  transactions. At the option of the Purchaser, the facilities of
                  the
                  Depository Trust Company (“DTC”) may be used in connection with any class
                  of security issued pursuant to any pooling agreement, subject only
                  to the
                  consent of the DTC. If the Purchaser deems it advisable at any
                  time to
                  pool the Mortgage Loans with other mortgage loans for the purpose
                  of
                  resale or securitization, the Seller agrees to execute one or more
                  subservicing agreements between itself (as servicer) and a master
                  servicer
                  designated by the Purchaser at its sole discretion, and/or one
                  or more
                  servicing agreements among the Seller (as servicer), the Purchaser
                  and a
                  trustee designated by the Purchaser at its sole discretion, such
                  agreements in each case incorporating terms and provisions substantially
                  identical to those described in the immediately preceding
                  paragraph;

              


      

       

      
        	 	
                (9)

              	
                to
                  transfer the servicing rights to the Purchaser or its designee
                  as
                  described in Section 15 upon the direction of the
                  Purchaser;

              


      

       


      
        
          
          

        

        
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                (10)

              	
                in
                  the event that the Purchaser appoints a credit risk manager in
                  connection
                  with a Securitization Transaction, to execute a credit risk management
                  agreement and provide reports and information reasonably required
                  by the
                  credit risk manager; and

              


      

       

      
        	 	
                (11)

              	
                to
                  deliver to the Purchaser such information, reports, letters and
                  certifications as are required pursuant to Section 12A and to indemnify
                  the Purchaser and its affiliates as set forth in Section
                  12A.

              


      

       

      All
        Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer
        or
        Securitization Transaction shall be subject to this Agreement and shall continue
        to be serviced for the remainder of the Preliminary Servicing Period in
        accordance with the terms of this Agreement and with respect thereto this
        Agreement shall remain in full force and effect.

       

      SECTION
        12A. Compliance
        with Regulation AB.

       

      Subsection
        12A.01. Intent
        of the Parties; Reasonableness.
        

       

      The
        Purchaser and the Seller acknowledge and agree that the purpose of Section
        12A
        of this Agreement is to facilitate compliance by the Purchaser and any Depositor
        with the provisions of Regulation AB and related rules and regulations of
        the
        Commission. Although Regulation AB is applicable by its terms only to offerings
        of asset-backed securities that are registered under the Securities Act,
        the
        Seller acknowledges that investors in privately offered securities may require
        that the Purchaser or any Depositor provide comparable disclosure in
        unregistered offerings. References in this Agreement to compliance with
        Regulation AB include provision of comparable disclosure in private offerings.
        Neither the Purchaser nor any Depositor shall exercise its right to request
        delivery of information or other performance under these provisions other
        than
        in good faith, or for purposes other than compliance with the Securities
        Act,
        the Exchange Act and the rules and regulations of the Commission thereunder
        (or
        the provision in a private offering of disclosure comparable to that required
        under the Securities Act). The Seller acknowledges that interpretations of
        the
        requirements of Regulation AB may change over time, whether due to interpretive
        guidance provided by the Commission or its staff, consensus among participants
        in the asset-backed securities markets, advice of counsel, or otherwise,
        and
        agrees to comply with requests made by the Purchaser, any Master Servicer
        or any
        Depositor in good faith for delivery of information under these provisions
        on
        the basis of evolving interpretations of Regulation AB. In connection with
        any
        Securitization Transaction, the Seller shall cooperate fully with the Purchaser
        and any Master Servicer to deliver to the Purchaser (including any of its
        assignees or designees), any Master Servicer and any Depositor, any and all
        statements, reports, certifications, records and any other information necessary
        in the good faith determination of the Purchaser, the Master Servicer or
        any
        Depositor to permit the Purchaser, such Master Servicer or such Depositor
        to
        comply with the provisions of Regulation AB, together with such disclosures
        relating to the Seller, any Subservicer, any Third-Party Originator and the
        Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed
        by
        the Purchaser or any Depositor to be necessary in order to effect such
        compliance. In the event of any conflict between Section 12A and any other
        term
        or provision in this Agreement, the provisions of Section 12A shall
        control.

       


      
        
          
          

        

        
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      The
        Purchaser (including any of its assignees or designees) shall cooperate with
        the
        Seller by providing timely notice of requests for information under these
        provisions and by reasonably limiting such requests to information required,
        in
        the Purchaser’s reasonable judgment, to comply with Regulation AB.

       

      Subsection
        12A.02. Additional
        Representations and Warranties of the Seller.

       

      (a) The
        Seller hereby represents to the Purchaser, to any Master Servicer and to
        any
        Depositor, as of the date on which information is first provided to the
        Purchaser, any Master Servicer or any Depositor under Subsection 12A.03 that,
        except as disclosed in writing to the Purchaser, such Master Servicer or
        such
        Depositor prior to such date: (i) the Seller is not aware and has not received
        notice that any default, early amortization or other performance triggering
        event has occurred as to any other securitization due to any act or failure
        to
        act of the Seller; (ii) the Seller has not been terminated as servicer in
        a
        residential mortgage loan securitization, either due to a servicing default
        or
        to application of a servicing performance test or trigger; (iii) no material
        noncompliance with the applicable servicing criteria with respect to other
        securitizations of residential mortgage loans involving the Seller as servicer
        has been disclosed or reported by the Seller; (iv) no material changes to
        the
        Seller’s policies or procedures with respect to the servicing function it will
        perform under this Agreement and any Reconstitution Agreement for mortgage
        loans
        of a type similar to the Mortgage Loans have occurred during the three-year
        period immediately preceding the related Securitization Transaction; (v)
        there
        are no aspects of the Seller’s financial condition that could have a material
        adverse effect on the performance by the Seller of its servicing obligations
        under this Agreement or any Reconstitution Agreement; (vi) there are no material
        legal or governmental proceedings pending (or known to be contemplated) against
        the Seller, any Subservicer or any Third-Party Originator; and (vii) there
        are
        no affiliations, relationships or transactions relating to the Seller, any
        Subservicer or any Third-Party Originator with respect to any Securitization
        Transaction and any party thereto identified by the related Depositor of
        a type
        described in Item 1119 of Regulation AB.

       

      (b) If
        so
        requested by the Purchaser, any Master Servicer or any Depositor on any date
        following the date on which information is first provided to the Purchaser,
        any
        Master Servicer or any Depositor under Subsection 12A.03, the Seller shall,
        within five (5) Business Days following such request, confirm in writing
        the
        accuracy of the representations and warranties set forth in paragraph (a)
        of
        this Section or, if any such representation and warranty is not accurate
        as of
        the date of such request, provide reasonably adequate disclosure of the
        pertinent facts, in writing, to the requesting party.

       

      Subsection
        12A.03. Information
        to Be Provided by the Seller.

       

      In
        connection with any Securitization Transaction the Seller shall (i) within
        five
        (5) Business Days following request by the Purchaser or any Depositor, provide
        to the Purchaser and such Depositor (or, as applicable, cause each Third-Party
        Originator and each Subservicer to provide), in writing and in form and
        substance reasonably satisfactory to the Purchaser and such Depositor, the
        information and materials specified in paragraphs (a), (b), (c) and (g) of
        this
        Section, and (ii) as promptly as practicable following notice to or discovery
        by
        the Seller, provide to the Purchaser and any Depositor (in writing and in
        form
        and substance reasonably satisfactory to the Purchaser and such Depositor)
        the
        information specified in paragraph (d) of this Section.

       


      
        
          
          

        

        
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      (a) If
        so
        requested by the Purchaser or any Depositor, the Seller shall provide such
        information regarding (i) the Seller, as originator of the Mortgage Loans
        (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
        or
        (ii) each Third-Party Originator, and (iii) as applicable, each Subservicer,
        as
        is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110,
        1117 and 1119 of Regulation AB. Such information shall include, at a
        minimum:

       

      (A) the
        originator’s form of organization;

       

      (B) a
        description of the originator’s origination program and how long the originator
        has been engaged in originating residential mortgage loans, which description
        shall include a discussion of the originator’s experience in originating
        mortgage loans of a similar type as the Mortgage Loans; information regarding
        the size and composition of the originator’s origination portfolio; and
        information that may be material, in the good faith judgment of the Purchaser
        or
        any Depositor, to an analysis of the performance of the Mortgage Loans,
        including the originators’ credit-granting or underwriting criteria for mortgage
        loans of similar type(s) as the Mortgage Loans and such other information
        as the
        Purchaser or any Depositor may reasonably request for the purpose of compliance
        with Item 1110(b)(2) of Regulation AB;

       

      (C) a
        description of any material legal or governmental proceedings pending (or
        known
        to be contemplated) against the Seller, each Third-Party Originator and each
        Subservicer; and

       

      (D) a
        description of any affiliation or relationship between the Seller, each
        Third-Party Originator, each Subservicer and any of the following parties
        to a
        Securitization Transaction, as such parties are identified to the Seller
        by the
        Purchaser or any Depositor in writing in advance of such Securitization
        Transaction:

       

      
        	 	
                (1)

              	
                the
                  sponsor;

              


      

       

      
        	 	
                (2)

              	
                the
                  depositor;

              


      

       

      
        	 	
                (3)

              	
                the
                  issuing entity;

              


      

       

      
        	 	
                (4)

              	
                any
                  servicer;

              


      

       


      
        
          
          

        

        
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                (5)

              	
                any
                  trustee;

              


      

       

      
        	 	
                (6)

              	
                any
                  originator;

              


      

       

      
        	 	
                (7)

              	
                any
                  significant obligor;

              


      

       

      
        	 	
                (8)

              	
                any
                  enhancement or support provider;
                  and

              


      

       

      
        	 	
                (9)

              	
                any
                  other material transaction party.

              


      

       

      (b) If
        so
        requested by the Purchaser or any Depositor, the Seller shall provide (or,
        as
        applicable, cause each Third-Party Originator to provide) Static Pool
        Information with respect to the mortgage loans (of a similar type as the
        Mortgage Loans, as reasonably identified by the Purchaser as provided below)
        originated by (i) the Seller, if the Seller is an originator of Mortgage
        Loans
        (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
        and/or (ii) each Third-Party Originator. Such Static Pool Information shall
        be
        prepared by the Seller (or Third-Party Originator) on the basis of its
        reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
        of Regulation AB. To the extent that there is reasonably available to the
        Seller
        (or Third-Party Originator) Static Pool Information with respect to more
        than
        one mortgage loan type, the Purchaser or any Depositor shall be entitled
        to
        specify whether some or all of such information shall be provided pursuant
        to
        this paragraph. The content of such Static Pool Information may be in the
        form
        customarily provided by the Seller, and need not be customized for the Purchaser
        or any Depositor. Such Static Pool Information for each vintage origination
        year
        or prior securitized pool, as applicable, shall be presented in increments
        no
        less frequently than quarterly over the life of the mortgage loans included
        in
        the vintage origination year or prior securitized pool. The most recent periodic
        increment must be as of a date no later than one hundred thirty-five (135)
        days
        prior to the date of the prospectus or other offering document in which the
        Static Pool Information is to be included or incorporated by reference. The
        Static Pool Information shall be provided in an electronic format that provides
        a permanent record of the information provided, such as a portable document
        format (pdf) file, or other such electronic format reasonably required by
        the
        Purchaser or the Depositor, as applicable.

       

      Promptly
        following notice or discovery of a material error in Static Pool Information
        provided pursuant to the immediately preceding paragraph (including an omission
        to include therein information required to be provided pursuant to such
        paragraph), the Seller shall provide corrected Static Pool Information to
        the
        Purchaser or any Depositor, as applicable, in the same format in which Static
        Pool Information was previously provided to such party by the
        Seller.

       

      If
        so
        requested by the Purchaser or any Depositor, the Seller shall provide (or,
        as
        applicable, cause each Third-Party Originator to provide), at the expense
        of the
        requesting party (to the extent of any additional incremental expense associated
        with delivery pursuant to this Agreement), such agreed-upon procedures letters
        of certified public accountants reasonably acceptable to the Purchaser or
        Depositor, as applicable, pertaining to Static Pool Information relating
        to
        prior securitized pools for securitizations closed on or after January 1,
        2006
        or, in the case of Static Pool Information with respect to the Seller’s or
        Third-Party Originator’s originations or purchases, to calendar months
        commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably
        request. Such letters shall be addressed to and be for the benefit of such
        parties as the Purchaser or such Depositor shall designate, which may include,
        by way of example, any Sponsor, any Depositor and any broker dealer acting
        as
        underwriter, placement agent or initial purchaser with respect to a
        Securitization Transaction. Any such statement or letter may take the form
        of a
        standard, generally applicable document accompanied by a reliance letter
        authorizing reliance by the addressees designated by the Purchaser or such
        Depositor.

       


      
        
          
          

        

        
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      (c) If
        so
        requested by the Purchaser or any Depositor, the Seller shall provide such
        information regarding the Seller, as servicer of the Mortgage Loans, and
        each
        Subservicer (each of the Seller and each Subservicer, for purposes of this
        paragraph, a “Servicer”), as is requested for the purpose of compliance with
        Items 1108, 1111, 1117 and 1119 of Regulation AB. Such information shall
        include, at a minimum:

       

      (A) the
        Servicer’s form of organization;

       

      (B) a
        description of how long the Servicer has been servicing residential mortgage
        loans; a general discussion of the Servicer’s experience in servicing assets of
        any type as well as a more detailed discussion of the Servicer’s experience in,
        and procedures for, the servicing function it will perform under this Agreement
        and any Reconstitution Agreements; information regarding the size, composition
        and growth of the Servicer’s portfolio of residential mortgage loans of a type
        similar to the Mortgage Loans and information on factors related to the Servicer
        that may be material, in the good faith judgment of the Purchaser or any
        Depositor, to any analysis of the servicing of the Mortgage Loans or the
        related
        asset-backed securities, as applicable, including, without
        limitation:

       

      
        	 	
                (1)

              	
                whether
                  any prior securitizations of mortgage loans of a type similar to
                  the
                  Mortgage Loans involving the Servicer have defaulted or experienced
                  an
                  early amortization or other performance triggering event because
                  of
                  servicing during the three-year period immediately preceding the
                  related
                  Securitization Transaction;

              


      

       

      
        	 	
                (2)

              	
                the
                  extent of outsourcing the Servicer
                  utilizes;

              


      

       

      
        	 	
                (3)

              	
                whether
                  there has been previous disclosure of material noncompliance with
                  the
                  applicable servicing criteria with respect to other securitizations
                  of
                  residential mortgage loans involving the Servicer as a servicer
                  during the
                  three-year period immediately preceding the related Securitization
                  Transaction;

              


      

       

      
        	 	
                (4)

              	
                whether
                  the Servicer has been terminated as servicer in a residential mortgage
                  loan securitization, either due to a servicing default or to application
                  of a servicing performance test or trigger;
                  and

              


      

       


      
        
          
          

        

        
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                (5)

              	
                such
                  other information as the Purchaser or any Depositor may reasonably
                  request
                  for the purpose of compliance with Item 1108(b)(2) of Regulation
                  AB;

              


      

       

      (C) a
        description of any material changes during the three-year period immediately
        preceding the related Securitization Transaction to the Servicer’s policies or
        procedures with respect to the servicing function it will perform under this
        Agreement and any Reconstitution Agreements for mortgage loans of a type
        similar
        to the Mortgage Loans;

       

      (D) information
        regarding the Servicer’s financial condition, to the extent that there is a
        material risk that an adverse financial event or circumstance involving the
        Servicer could have a material adverse effect on the performance by the Seller
        of its servicing obligations under this Agreement or any Reconstitution
        Agreement;

       

      (E) information
        regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
        overall servicing portfolio of residential mortgage loans for the three-year
        period immediately preceding the related Securitization Transaction, which
        may
        be limited to a statement by an authorized officer of the Servicer to the
        effect
        that the Servicer has made all advances required to be made on residential
        mortgage loans serviced by it during such period, or, if such statement would
        not be accurate, information regarding the percentage and type of advances
        not
        made as required, and the reasons for such failure to advance;

       

      (F) a
        description of the Servicer’s processes and procedures designed to address any
        special or unique factors involved in servicing loans of a similar type as
        the
        Mortgage Loans;

       

      (G) a
        description of the Servicer’s processes for handling delinquencies, losses,
        bankruptcies and recoveries, such as through liquidation of mortgaged
        properties, sale of defaulted mortgage loans or workouts;

       

      (H) information
        as to how the Servicer defines or determines delinquencies and charge-offs,
        including the effect of any grace period, re-aging, restructuring, partial
        payments considered current or other practices with respect to delinquency
        and
        loss experience;

       

      (I) a
        description of any material legal or governmental proceedings pending (or
        known
        to be contemplated) against the Servicer; and

       

      (J) a
        description of any affiliation or relationship between the Servicer and any
        of
        the following parties to a Securitization Transaction, as such parties are
        identified to the Servicer by the Purchaser or any Depositor in writing in
        advance of such Securitization Transaction:

       


      
        
          
          

        

        
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                (1)

              	
                the
                  sponsor;

              


      

       

      
        	 	
                (2)

              	
                the
                  depositor;

              


      

       

      
        	 	
                (3)

              	
                the
                  issuing entity;

              


      

       

      
        	 	
                (4)

              	
                any
                  servicer;

              


      

       

      
        	 	
                (5)

              	
                any
                  trustee;

              


      

       

      
        	 	
                (6)

              	
                any
                  originator;

              


      

       

      
        	 	
                (7)

              	
                any
                  significant obligor;

              


      

       

      
        	 	
                (8)

              	
                any
                  enhancement or support provider;
                  and

              


      

       

      
        	 	
                (9)

              	
                any
                  other material transaction party.

              


      

       

      (K) historical
        delinquency information with respect to the Mortgage Loans since origination
        of
        the Mortgage Loan.

       

      (d) For
        the
        purpose of satisfying the reporting obligation under the Exchange Act with
        respect to any class of asset-backed securities, the Seller shall (or shall
        cause each Subservicer and Third-Party Originator to) (i) provide prompt
        notice
        to the Purchaser, any Master Servicer and any Depositor in writing of (A)
        any
        material litigation or governmental proceedings involving the Seller, any
        Subservicer or any Third-Party Originator, (B) any affiliations or relationships
        that develop following the closing date of a Securitization Transaction between
        the Seller, any Subservicer or any Third-Party Originator and any of the
        parties
        specified in clause (D) of paragraph (a) of this Section (and any other parties
        identified in writing by the requesting party) with respect to such
        Securitization Transaction, (C) any Event of Default under the terms of this
        Agreement or any Reconstitution Agreement, (D) any merger, consolidation
        or sale
        of substantially all of the assets of the Seller, and (E) the Seller’s entry
        into an agreement with a Subservicer or Subcontractor to perform or assist
        in
        the performance of any of the Seller’s obligations under this Agreement or any
        Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor
        a
        description of such proceedings, affiliations or relationships.

       

      (e) As
        a
        condition to the succession to the Seller or any Subservicer as servicer
        or
        subservicer under this Agreement or any Reconstitution Agreement by any Person
        (i) into which the Seller or such Subservicer may be merged or consolidated,
        or
        (ii) which may be appointed as a successor to the Seller or any Subservicer,
        the
        Seller shall provide to the Purchaser and any Depositor, at least 15 calendar
        days prior to the effective date of such succession or appointment, (x) written
        notice to the Purchaser and any Depositor of such succession or appointment
        and
        (y) in writing and in form and substance reasonably satisfactory to the
        Purchaser and such Depositor, all information reasonably requested by the
        Purchaser or any Depositor in order to comply with its reporting obligation
        under Item 6.02 of Form 8-K with respect to any class of asset-backed
        securities.

       


      
        
          
          

        

        
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      (f) In
        addition to such information as the Seller, as servicer, is obligated to
        provide
        pursuant to other provisions of this Agreement, not later than ten days prior
        to
        the deadline for the filing of any distribution report on Form 10-D in respect
        of any Securitization Transaction that includes any of the Mortgage Loans
        serviced by the Seller or any Subservicer, the Seller or such Subservicer,
        as
        applicable, shall provide to the party responsible for filing such report
        (including, if applicable, the Master Servicer) notice of the occurrence
        of any
        of the following events along with all information, data, and materials related
        thereto as may be required to be included in the related distribution report
        on
        Form 10-D (as specified in the provisions of Regulation AB referenced
        below):

       

      
        	 	
                (i)

              	
                any
                  material modifications, extensions or waivers of pool asset terms,
                  fees,
                  penalties or payments during the distribution period or that have
                  cumulatively become material over time (Item 1121(a)(11) of Regulation
                  AB);

              


      

       

      
        	 	
                (ii)

              	
                material
                  breaches of pool asset representations or warranties or transaction
                  covenants (Item 1121(a)(12) of Regulation AB);
                  and

              


      

       

      
        	 	
                (iii)

              	
                information
                  regarding new asset-backed securities issuances backed by the same
                  pool
                  assets, any pool asset changes (such as, additions, substitutions
                  or
                  repurchases), and any material changes in origination, underwriting
                  or
                  other criteria for acquisition or selection of pool assets (Item
                  1121(a)(14) of Regulation AB).

              


      

       

      (g) The
        Seller shall provide to the Purchaser, any Master Servicer and any Depositor,
        such additional information as such party may reasonably request, including
        evidence of the authorization of the person signing any certification or
        statement, financial information and reports, and such other information
        related
        to the Seller or any Subservicer or the Seller or such Subservicer’s performance
        hereunder.

       

      Subsection
        12A.04. Servicer
        Compliance Statement.

       

      On
        or
        before March 1 of each calendar year, commencing in 2007, the Seller shall
        deliver to the Purchaser, any Master Servicer and any Depositor a statement
        of
        compliance addressed to the Purchaser, such Master Servicer and such Depositor
        and signed by an authorized officer of the Seller, to the effect that (i)
        a
        review of the Seller’s activities during the immediately preceding calendar year
        (or applicable portion thereof) and of its performance under this Agreement
        and
        any applicable Reconstitution Agreement during such period has been made
        under
        such officer’s supervision, and (ii) to the best of such officers’ knowledge,
        based on such review, the Seller has fulfilled all of its obligations under
        this
        Agreement and any applicable Reconstitution Agreement in all material respects
        throughout such calendar year (or applicable portion thereof) or, if there
        has
        been a failure to fulfill any such obligation in any material respect,
        specifically identifying each such failure known to such officer and the
        nature
        and the status thereof.

       


      
        
          
          

        

        
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      Subsection
        12A.05. Report
        on Assessment of Compliance and Attestation.

       

      (a) On
        or
        before March 1 of each calendar year, commencing in 2007, the Seller
        shall:

       

      
        	 	
                (i)

              	
                deliver
                  to the Purchaser, any Master Servicer and any Depositor a report
                  (in form
                  and substance reasonably satisfactory to the Purchaser, such Master
                  Servicer and such Depositor) regarding the Seller’s assessment of
                  compliance with the Servicing Criteria during the immediately preceding
                  calendar year, as required under Rules 13a-18 and 15d-18 of the
                  Exchange
                  Act and Item 1122 of Regulation AB. Such report shall be addressed
                  to the
                  Purchaser, such Master Servicer and such Depositor and signed by
                  an
                  authorized officer of the Seller, and shall address each of the
                  “Applicable Servicing Criteria” specified on Exhibit [13]
                  hereto;

              


      

       

      
        	 	
                (ii)

              	
                deliver
                  to the Purchaser, any Master Servicer and any Depositor a report
                  of a
                  registered public accounting firm reasonably acceptable to the
                  Purchaser,
                  such Master Servicer and such Depositor that attests to, and reports
                  on,
                  the assessment of compliance made by the Seller and delivered pursuant
                  to
                  the preceding paragraph. 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;

              


      

       

      
        	 	
                (iii)

              	
                cause
                  each Subservicer, and each Subcontractor determined by the Seller
                  pursuant
                  to Subsection 12A.06(b) to be “participating in the servicing function”
                  within the meaning of Item 1122 of Regulation AB, to deliver to
                  the
                  Purchaser, any Master Servicer and any Depositor an assessment
                  of
                  compliance and accountants’ attestation as and when provided in paragraphs
                  (a) and (b) of this Section; and

              


      

       

      
        	 	
                (iv)

              	
                if
                  requested by the Purchaser, any Depositor or any Master Servicer
                  not later
                  than February 1 of the calendar year in which such certification
                  is to be
                  delivered, deliver to the Purchaser, any Depositor, any Master
                  Servicer
                  and any other Person that will be responsible for signing the
                  certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and
                  15d-14(d) under the Exchange Act (pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer
                  with
                  respect to a Securitization Transaction a certification, signed
                  by the
                  appropriate officer of the Seller, in the form attached hereto
                  as Exhibit
                  [12].

              


      

       


      
        
          
          

        

        
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      The
        Seller acknowledges that the parties identified in clause (a)(iv) above may
        rely
        on the certification provided by the Seller pursuant to such clause in signing
        a
        Sarbanes Certification and filing such with the Commission. Neither the
        Purchaser, any Depositor or any Master Servicer will request delivery of
        a
        certification under clause (a)(iv) above unless a Depositor is required under
        the Exchange Act to file an annual report on Form 10-K with respect to an
        issuing entity whose asset pool includes Mortgage Loans.

       

      (b) Each
        assessment of compliance provided by a Subservicer pursuant to Subsection
        12A.05(a)(i) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit [13] hereto delivered
        to the
        Purchaser concurrently with the execution of this Agreement or, in the case
        of a
        Subservicer subsequently appointed as such, on or prior to the date of such
        appointment. An assessment of compliance provided by a Subcontractor pursuant
        to
        Subsection 12A.05(a)(iii) need not address any elements of the Servicing
        Criteria other than those specified by the Seller pursuant to Subsection
        12A.06.

       

      Subsection
        12A.06. Use
        of
        Subservicers and Subcontractors.

       

      The
        Seller shall not hire or otherwise utilize the services of any Subservicer
        to
        fulfill any of the obligations of the Seller as servicer under this Agreement
        or
        any Reconstitution Agreement unless the Seller complies with the provisions
        of
        paragraph (a) of this Section. The Seller shall not hire or otherwise utilize
        the services of any Subcontractor, and shall not permit any Subservicer to
        hire
        or otherwise utilize the services of any Subcontractor, to fulfill any of
        the
        obligations of the Seller as servicer under this Agreement or any Reconstitution
        Agreement unless the Seller complies with the provisions of paragraph (b)
        of
        this Section.

       

      (a) It
        shall
        not be necessary for the Seller to seek the consent of the Purchaser, any
        Master
        Servicer or any Depositor to the utilization of any Subservicer. The Seller
        shall cause any Subservicer used by the Seller (or by any Subservicer) for
        the
        benefit of the Purchaser and any Depositor to comply with the provisions
        of this
        Section and with Subsections 12A.02, 12A.03(c), (e), (f) and (g), 12A.04,
        12A.05
        and 12A.07 of this Agreement to the same extent as if such Subservicer were
        the
        Seller, and to provide the information required with respect to such Subservicer
        under Subsection 12A.03(d) of this Agreement. The Seller shall be responsible
        for obtaining from each Subservicer and delivering to the Purchaser and any
        Depositor any servicer compliance statement required to be delivered by such
        Subservicer under Subsection 12A.04, any assessment of compliance and
        attestation required to be delivered by such Subservicer under Subsection
        12A.05
        and any certification required to be delivered to the Person that will be
        responsible for signing the Sarbanes Certification under Subsection 12A.05
        as
        and when required to be delivered.

       

      (b) It
        shall
        not be necessary for the Seller to seek the consent of the Purchaser, any
        Master
        Servicer or any Depositor to the utilization of any Subcontractor. The Seller
        shall promptly upon request provide to the Purchaser, any Master Servicer
        and
        any Depositor (or any designee of the Depositor, such as an administrator)
        a
        written description (in form and substance satisfactory to the Purchaser,
        such
        Depositor and such Master Servicer) of the role and function of each
        Subcontractor utilized by the Seller 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.

       


      
        
          
          

        

        
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      (c) As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Seller shall cause any such Subcontractor used by the
        Seller
        (or by any Subservicer) for the benefit of the Purchaser and any Depositor
        to
        comply with the provisions of Subsections 12A.05 and 12A.07 of this Agreement
        to
        the same extent as if such Subcontractor were the Seller. The Seller shall
        be
        responsible for obtaining from each Subcontractor and delivering to the
        Purchaser and any Depositor any assessment of compliance and attestation
        required to be delivered by such Subcontractor under Subsection 12A.05, in
        each
        case as and when required to be delivered.

       

      Subsection
        12A.07. Indemnification;
        Remedies.

       

      (a) The
        Seller shall indemnify the Purchaser, each affiliate of the Purchaser, and
        each
        of the following parties participating in a Securitization Transaction: each
        sponsor and issuing entity; each Person (including, but not limited to, any
        Master Servicer if applicable) responsible for the preparation, execution
        or
        filing of any report required to be filed with the Commission with respect
        to
        such Securitization Transaction, or for execution of a certification pursuant
        to
        Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction; each broker dealer acting as underwriter, placement
        agent or initial purchaser, each Person who controls any of such parties
        or the
        Depositor (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act); and the respective present and former directors, officers,
        employees, agents and affiliates of each of the foregoing and of the Depositor
        (each, an “Indemnified Party”), and shall hold each of them harmless from and
        against any claims, losses, damages, penalties, fines, forfeitures, legal
        fees
        and expenses and related costs, judgments, and any other costs, fees and
        expenses that any of them may sustain arising out of or based upon:

       

      (i)(A)
        any untrue statement of a material fact contained or alleged to be contained
        in
        any information, report, certification, data, accountants’ letter or other
        material provided in written or electronic form under this Section 12A by
        or on
        behalf of the Seller, or provided under this Section 12A by or on behalf
        of any
        Subservicer, Subcontractor or Third-Party Originator (collectively, the “Seller
        Information”), or (B) the omission or alleged omission to state in the Seller
        Information a material fact required to be stated in the Seller Information
        or
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading; provided, by way
        of
        clarification, that clause (B) of this paragraph shall be construed solely
        by
        reference to the Seller Information and not to any other information
        communicated in connection with a sale or purchase of securities, without
        regard
        to whether the Seller Information or any portion thereof is presented together
        with or separately from such other information;

       


      
        
          
          

        

        
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      (ii) any
        breach by the Seller of its obligations under this Section 12A, including
        particularly any failure by the Seller, any Subservicer, any Subcontractor
        or
        any Third-Party Originator to deliver any information, report, certification,
        accountants’ letter or other material when and as required under this Section
        12A, including any failure by the Seller to identify pursuant to Subsection
        12A.06(b) any Subcontractor “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB; 

       

      (iii) any
        breach by the Seller of a representation or warranty set forth in Subsection
        12A.02(a) or in a writing furnished pursuant to Subsection 12A.02(b) and
        made as
        of a date prior to the closing date of the related Securitization Transaction,
        to the extent that such breach is not cured by such closing date, or any
        breach
        by the Seller of a representation or warranty in a writing furnished pursuant
        to
        Subsection 12A.02(b) to the extent made as of a date subsequent to such closing
        date; or

       

      (iv) the
        negligence bad faith or willful misconduct of the Seller in connection with
        its
        performance under this Section 12A.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Seller agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Seller on the other. 

       

      In
        the
        case of any failure of performance described in clause (a)(ii) of this Section,
        the Seller shall promptly reimburse the Purchaser, any Depositor, as applicable,
        and each Person responsible for the preparation, execution or filing of any
        report required to be filed with the Commission with respect to such
        Securitization Transaction, or for execution of a certification pursuant
        to Rule
        13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction, for all costs reasonably incurred by each such
        party
        in order to obtain the information, report, certification, accountants’ letter
        or other material not delivered as required by the Seller, any Subservicer,
        any
        Subcontractor or any Third-Party Originator.

       

      This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.

       

      (b) (i) Any
        failure by the Seller, any Subservicer, any Subcontractor or any Third-Party
        Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Section 12A, or
        any
        breach by the Seller of a representation or warranty set forth in Subsection
        12A.02(a) or in a writing furnished pursuant to Subsection 12A.02(b) and
        made as
        of a date prior to the closing date of the related Securitization Transaction,
        to the extent that such breach is not cured by such closing date, or any breach
        by the Seller of a representation or warranty in a writing furnished pursuant
        to
        Subsection 12A.02(b) to the extent made as of a date subsequent to such closing
        date, shall, except as provided in clause (ii) of this paragraph, immediately
        and automatically, without notice or grace period, constitute an Event of
        Default with respect to the Seller under this Agreement and any applicable
        Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer
        or any Depositor, as applicable, in its sole discretion to terminate the
        rights
        and obligations of the Seller as servicer under this Agreement and/or any
        applicable Reconstitution Agreement without payment (notwithstanding anything
        in
        this Agreement or any applicable Reconstitution Agreement to the contrary)
        of
        any compensation to the Seller; provided that to the extent that any provision
        of this Agreement and/or any applicable Reconstitution Agreement expressly
        provides for the survival of certain rights or obligations following termination
        of the Seller as servicer, such provision shall be given effect.

       


      
        
          
          

        

        
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      (ii) Any
        failure by the Seller, any Subservicer or any Subcontractor to deliver any
        information, report, certification or accountants’ letter when and as required
        under Subsections 12A.04 or 12A.05, including (except as provided in the
        following paragraph) any failure by the Seller to identify pursuant to
        Subsection 12A.06(b) any Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, which continues unremedied
        for
        ten (10) calendar days after the date on which such information, report,
        certification or accountants’ letter was required to be delivered shall
        constitute an Event of Default with respect to the Seller under this Agreement
        and any applicable Reconstitution Agreement, and shall entitle the Purchaser,
        any Master Servicer or any Depositor, as applicable, in its sole discretion
        to
        terminate the rights and obligations of the Seller as servicer under this
        Agreement and/or any applicable Reconstitution Agreement without payment
        (notwithstanding anything in this Agreement to the contrary) of any compensation
        to the Seller; provided that to the extent that any provision of this Agreement
        and/or any applicable Reconstitution Agreement expressly provides for the
        survival of certain rights or obligations following termination of the Seller
        as
        servicer, such provision shall be given effect.

       

      Neither
        the Purchaser nor any Depositor shall be entitled to terminate the rights
        and
        obligations of the Seller pursuant to this subparagraph (b)(ii) if a failure
        of
        the Seller 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.

       

      (iii) The
        Seller shall promptly reimburse the Purchaser (or any designee of the Purchaser,
        such as a master servicer) and any Depositor, as applicable, for all reasonable
        expenses incurred by the Purchaser (or such designee) or such Depositor,
        as such
        are incurred, in connection with the termination of the Seller as servicer
        and
        the transfer of servicing of the Mortgage Loans to a successor servicer.
        The
        provisions of this paragraph shall not limit whatever rights the Purchaser
        or
        any Depositor may have under other provisions of this Agreement and/or any
        applicable Reconstitution Agreement or otherwise, whether in equity or at
        law,
        such as an action for damages, specific performance or injunctive
        relief.

       

      SECTION
        13. The
        Seller.

       


      
        
          
          

        

        
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      Subsection
        13.01. Additional
        Indemnification by the Seller.

       

      In
        addition to the indemnification provided in Subsection 7.03, the Seller shall
        indemnify the Purchaser and hold the Purchaser harmless against any and all
        claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
        legal fees and related costs, judgments, and any other costs, fees and expenses
        that the Purchaser may sustain in any way related to the failure of the Seller
        to perform its obligations under this Agreement including but not limited
        to its
        obligation to service and administer the Mortgage Loans in strict compliance
        with the terms of this Agreement or any Reconstitution Agreement entered
        into
        pursuant to Section 12. The indemnification obligation of the Seller set
        forth
        herein shall survive the termination of this Agreement notwithstanding any
        applicable statute of limitations, which the Seller hereby expressly
        waives.

       

      Subsection
        13.02. Merger
        or Consolidation of the Seller.

       

      The
        Seller shall keep in full force and effect its existence, rights and franchises
        as a corporation under the laws of the United States except as permitted
        herein,
        and shall obtain and preserve its qualification to do business as a foreign
        entity 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 enable the Seller to perform its duties under this
        Agreement.

       

      Any
        Person into which the Seller may be merged or consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Seller
        shall
        be a party, or any Person succeeding to the business of the Seller, shall
        be the
        successor of the Seller hereunder, without the execution or filing of any
        paper
        or any further act on the part of any of the parties hereto, anything herein
        to
        the contrary notwithstanding; provided, however, that the successor or surviving
        Person shall be an institution whose deposits are insured by FDIC or a company
        whose business is the origination and servicing of mortgage loans, shall
        be a
        FNMA or FHLMC approved seller/servicer and shall satisfy any requirements
        of
        Section 16 with respect to the qualifications of a successor to the
        Seller.

       

      Subsection
        13.03. Limitation
        on Liability of the Seller and Others.

       

      Neither
        the Seller nor any of the officers, employees or agents of the Seller shall
        be
        under any liability to the Purchaser for any action taken or for refraining
        from
        the taking of any action in good faith in connection with the servicing of
        the
        Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided,
        however, that this provision shall not protect the Seller or any such person
        against any breach of warranties or representations made herein, or failure
        to
        perform its obligations in strict compliance with any standard of care set
        forth
        in this Agreement, or any liability which would otherwise be imposed by reason
        of any breach of the terms and conditions of this Agreement. The Seller and
        any
        officer, employee or agent of the Seller 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 Seller shall not be under any obligation
        to
        appear in, prosecute or defend any legal action which is not incidental to
        its
        obligation to sell or duty to service the Mortgage Loans in accordance with
        this
        Agreement and which in its opinion may result in its incurring any expenses
        or
        liability; provided, however, that the Seller may, with the consent of the
        Purchaser, undertake any such action which it may deem necessary or desirable
        in
        respect to this Agreement and the rights and duties of the parties hereto.
        In
        such event, the legal expenses and costs of such action and any liability
        resulting therefrom shall be expenses, costs and liabilities for which the
        Purchaser shall be liable, and the Seller shall be entitled to reimbursement
        therefor from the Purchaser upon written demand except when such expenses,
        costs
        and liabilities are subject to the Seller’s indemnification under Subsections
        7.03 or 13.01.

       


      
        
          
          

        

        
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      Subsection
        13.04. Seller
        Not to Resign.

       

      The
        Seller shall not assign this Agreement or resign from the obligations and
        duties
        hereby imposed on it except by mutual consent of the Seller and the Purchaser
        or
        upon the determination that its servicing duties hereunder are no longer
        permissible under applicable law and such incapacity cannot be cured by the
        Seller in which event the Seller may resign as servicer. Any such determination
        permitting the resignation of the Seller as servicer shall be evidenced by
        an
        Opinion of Counsel to such effect delivered to the Purchaser which Opinion
        of
        Counsel shall be in form and substance acceptable to the Purchaser and which
        shall be provided at the cost of the Seller. No such resignation shall become
        effective until a successor shall have assumed the Seller’s responsibilities and
        obligations hereunder in the manner provided in Section 16.

       

      Subsection
        13.05. No
        Transfer of Servicing.

       

      The
        Seller acknowledges that the Purchaser has acted in reliance upon the Seller’s
        independent status, the adequacy of its servicing facilities, plan, personnel,
        records and procedures, its integrity, reputation and financial standing
        and the
        continuance thereof. Without in any way limiting the generality of this Section,
        the Seller shall not either assign this Agreement or the servicing hereunder
        or
        delegate its rights or duties hereunder or any portion thereof, or sell or
        otherwise dispose of all or substantially all of its property or assets,
        without
        the prior written approval of the Purchaser, which consent will not be
        unreasonably withheld.

       

      SECTION
        14. Default.

       

      Subsection
        14.01. Events
        of Default.

       

      In
        case
        one or more of the following Events of Default by the Seller shall occur
        and be
        continuing, that is to say:

       

      (i) any
        failure by the Seller to remit to the Purchaser any payment required to be
        made
        under the terms of this Agreement which continues unremedied for a period
        of one
        Business Day after the date upon which written notice of such failure, requiring
        the same to be remedied, shall have been given to the Seller by the Purchaser;
        or

       


      
        
          
          

        

        
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      (ii) failure
        on the part of the Seller duly to observe or perform in any material respect
        any
        other of the covenants or agreements on the part of the Seller set forth
        in this
        Agreement which continues unremedied for a period of thirty days (except
        that
        such number of days shall be fifteen in the case of a failure to pay any
        premium
        for any insurance policy required to be maintained under this Agreement)
        after
        the date on which written notice of such failure, requiring the same to be
        remedied, shall have been given to the Seller by the Purchaser; or

       

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

       

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

       

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

       

      (vi) failure
        by the Seller to be in compliance with the “doing business” or licensing laws of
        any jurisdiction where a Mortgaged Property is located; or

       

      (vii) the
        Seller ceases to meet the qualifications of either a FNMA or FHLMC
        seller/servicer; or

       

      (viii) the
        Seller attempts to assign its right to servicing compensation hereunder or
        the
        Seller attempts, without the consent of the Purchaser, to sell or otherwise
        dispose of all or substantially all of its property or assets or to assign
        this
        Agreement or the servicing responsibilities hereunder or to delegate its
        duties
        hereunder or any portion thereof; or

       

      (ix) failure
        by the Seller to duly perform, within the required time period, its obligations
        under Subsections 11.23 or 11.24 which failure continues unremedied for a
        period
        of ten (10) days after the date on which written notice of such failure,
        requiring the same to be remedied, shall have been given to the Seller by
        any
        party to this Agreement or by any master servicer responsible for master
        servicing the Mortgage Loans pursuant to a securitization of such Mortgage
        Loans; or

       

      (x) S&P,
        Moody’s or any other rating agency lowers Seller’s servicing rating below
“average”, or its equivalent rating, anytime after the date of this
        Agreement;

       


      
        
          
          

        

        
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      then,
        and
        in each and every such case, so long as an Event of Default shall not have
        been
        remedied, the Purchaser, by notice in writing to the Seller, may, in addition
        to
        whatever rights the Purchaser may have at law or in equity to damages, including
        injunctive relief and specific performance, terminate all the rights and
        obligations of the Seller as servicer under this Agreement; provided that,
        Purchaser may only terminate pursuant to Subsection 14.01(x) above if the
        Purchaser pays to the Seller a termination fee based on the fair market value
        of
        the related servicing rights as mutually agreed to between the Seller and
        the
        Purchaser. On or after the receipt by the Seller of such written notice,
        all
        authority and power of the Seller to service the Mortgage Loans under this
        Agreement shall on the date set forth in such notice pass to and be vested
        in
        the successor appointed pursuant to Section 16.

       

      All
        Servicing Transfer Costs shall be paid by the Seller upon presentation of
        reasonable documentation of such costs.

       

      If
        any of
        the Mortgage Loans are MERS Mortgage Loans, in connection with the termination
        or resignation (as described in Section 13.04) of the Seller hereunder, either
        (i) the successor Seller shall represent and warrant that it is a member
        of MERS
        in good standing and shall agree to comply in all material respects with
        the
        rules and procedures of MERS in connection with the servicing of the Mortgage
        Loans that are registered with MERS, or (ii) the Seller shall cooperate with
        the
        successor company either (x) in causing MERS to execute and deliver an
        assignment of Mortgage in recordable form to transfer the Mortgage from MERS
        to
        the Purchaser and to execute and deliver such other notices, documents and
        other
        instruments as may be necessary or desirable to effect a transfer of such
        Mortgage Loan or servicing of such Mortgage Loan on the MERS System to the
        successor company or (y) in causing MERS to designate on the MERS System
        the
        successor company as the servicer of such Mortgage Loan.

       

      Subsection
        14.02. Waiver
        of Defaults.

       

      The
        Purchaser may waive any default by the Seller in the performance of its
        obligations hereunder and its consequences. Upon any such waiver of a past
        default, such default shall cease to exist, and any Event of Default arising
        therefrom shall be deemed to have been remedied for every purpose of this
        Agreement. No such waiver shall extend to any subsequent or other default
        or
        impair any right consequent thereon except to the extent expressly so
        waived.

       

      SECTION
        15. Termination.
        The
        respective obligations and responsibilities of the Seller, as servicer, shall
        terminate upon the distribution to the Purchaser of the final payment or
        liquidation with respect to the last Mortgage Loan (or advances of same by
        the
        Seller) or the disposition of all property acquired upon foreclosure or deed
        in
        lieu of foreclosure with respect to the last Mortgage Loan and the remittance
        of
        all funds due hereunder unless terminated on an earlier date at the option
        of
        the Purchaser pursuant to Section 14. Upon written request from the Purchaser
        in
        connection with any such termination, the Seller shall prepare, execute and
        deliver any and all documents and other instruments, place in the Purchaser’s
        possession all Mortgage Files, and do or accomplish all other acts or things
        necessary or appropriate to effect the purposes of such notice of termination,
        whether to complete the transfer and endorsement or assignment of the Mortgage
        Loans and related documents, or otherwise, at the Seller’s sole expense. The
        Seller agrees to cooperate with the Purchaser and such successor in effecting
        the termination of the Seller’s responsibilities and rights hereunder as
        servicer, including, without limitation, the transfer to such successor for
        administration by it of all cash amounts which shall at the time be credited
        by
        the Seller to the related Custodial Account or Escrow Account or thereafter
        received with respect to the Mortgage Loans. The indemnification obligation
        of
        the Seller set forth herein shall survive the termination of this Agreement
        notwithstanding any applicable statute of limitations, which the Seller hereby
        expressly waives.

       


      
        
          
          

        

        
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      SECTION
        16. Successor
        to the Seller.
        Prior
        to termination of the Seller’s responsibilities and duties under this Agreement
        pursuant to Section 14 or 15, the Purchaser shall (i) succeed to and assume
        all
        of the Seller’s responsibilities, rights, duties and obligations under this
        Agreement, or (ii) appoint a successor which shall succeed to all rights
        and
        assume all of the responsibilities, duties and liabilities of the Seller
        as
        servicer under this Agreement. In connection with such appointment and
        assumption, the Purchaser may make such arrangements for the reasonable
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree. In the event that the Seller’s duties, responsibilities
        and liabilities as servicer under this Agreement should be terminated pursuant
        to the aforementioned Sections, the Seller shall discharge such duties and
        responsibilities during the period from the date it acquires knowledge of
        such
        termination until the effective date thereof 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 or financial
        condition of the Purchaser or such successor. The termination of the Seller
        as
        servicer pursuant to the aforementioned Sections shall not become effective
        until a successor shall be appointed pursuant to this Section 16 and shall
        in no
        event relieve the Seller of the representations and warranties made pursuant
        to
        Subsections 7.01 and 7.02 and the remedies available to the Purchaser under
        Subsection 7.03, 7.04 or 7.05, it being understood and agreed that the
        provisions of such Subsections 7.01, 7.02, 7.03, 7.04 and 7.05 shall be
        applicable to the Seller notwithstanding any such resignation or termination
        of
        the Seller, or the termination of this Agreement.

       

      Any
        successor appointed as provided herein shall execute, acknowledge and deliver
        to
        the Seller and to the Purchaser an instrument accepting such appointment,
        whereupon such successor shall become fully vested with all the rights, powers,
        duties, responsibilities, obligations and liabilities of the Seller, with
        like
        effect as if originally named as a party to this Agreement provided, however,
        that such successor shall not assume, and the Seller shall indemnify such
        successor for, any and all liabilities arising out of the Seller’s acts as
        servicer. Any termination of the Seller as servicer pursuant to Section 14
        or 15
        shall not affect any claims that the Purchaser may have against the Seller
        arising prior to any such termination or resignation or remedies with respect
        to
        such claims.

       

      The
        Seller shall timely deliver to the successor the funds in the related Custodial
        Account, REO Account and the related Escrow Account and the Mortgage Files
        and
        related documents and statements held by it hereunder and the Seller shall
        account for all funds. The Seller shall execute and deliver such instruments
        and
        do such other things all as may reasonably be required to more fully and
        definitely vest and confirm in the successor all such rights, powers, duties,
        responsibilities, obligations and liabilities of the Seller as servicer.
        The
        successor shall reimburse the Seller for amounts the Seller actually expended
        as
        servicer pursuant to this Agreement and which would otherwise have been
        recoverable by the Seller pursuant to this Agreement but for the appointment
        of
        the successor servicer.

       


      
        
          
          

        

        
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      SECTION
        17. Financial
        Statements.
        The
        Seller understands that in connection with the Purchaser’s marketing of the
        Mortgage Loans, the Purchaser shall make available to prospective purchasers
        the
        Seller’s financial statements for the most recently completed three fiscal years
        respecting which such statements are available. The Seller also shall make
        available any comparable interim statements to the extent any such statements
        have been prepared by the Seller (and are available upon request to members
        or
        stockholders of the Seller). The Seller, if it has not already done so, agrees
        to furnish promptly to the Purchaser copies of the statements specified above.
        The Seller also shall make available information on its servicing performance
        with respect to mortgage loans serviced for others, including delinquency
        ratios.

       

      The
        Seller also agrees to allow access to knowledgeable financial, accounting,
        origination and servicing officers of the Seller for the purpose of answering
        questions asked by any prospective purchaser regarding recent developments
        affecting the Seller, its loan origination or servicing practices or the
        financial statements of the Seller.

       

      SECTION
        18. Mandatory
        Delivery; Grant of Security Interest.
        The
        sale and delivery of a pool of mortgage loans conforming to the characteristics
        set forth in the related Commitment Letter on or before the related Closing
        Date
        is mandatory from and after the date of the execution of the related Commitment
        Letter. All rights and remedies of the Purchaser under this Agreement are
        distinct from, and cumulative with, any other rights or remedies under this
        Agreement or afforded by law or equity and all such rights and remedies may
        be
        exercised concurrently, independently or successively.

       

      SECTION
        19. Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when delivered to the other party at the address
        as follows:

       

      (i) if
        to the
        Purchaser:


       

      DB
        Structured Products, Inc.

      60
        Wall
        Street

      New
        York,
        New York 10005

      Attn:
        Michael Commaroto

       

      (ii) if
        to the
        Seller:


       

      IndyMac
        Bank, F.S.B.

      3465
        East
        Foothill Boulevard

      Pasadena,
        CA 91107

      Attn:
        Secondary Marketing

       


      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      


      


       

      or
        such
        other address as may hereafter be furnished to the other party by like notice.
        

       

      SECTION
        20. Severability
        Clause.
        Any
        part, provision, representation or warranty of this Agreement which is
        prohibited or which is held to be void or unenforceable shall be ineffective
        to
        the extent of such prohibition or unenforceability without invalidating the
        remaining provisions hereof. Any part, provision, representation or warranty
        of
        this Agreement which is prohibited or unenforceable or is held to be void
        or
        unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
        to the extent of such prohibition or unenforceability without invalidating
        the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction as to any Mortgage Loan shall not invalidate or render
        unenforceable such provision in any other jurisdiction. To the extent permitted
        by applicable law, the parties hereto waive any provision of law which prohibits
        or renders void or unenforceable any provision hereof. If the invalidity
        of any
        part, provision, representation or warranty of this Agreement shall deprive
        any
        party of the economic benefit intended to be conferred by this Agreement,
        the
        parties shall negotiate, in good-faith, to develop a structure the economic
        effect of which is nearly as possible the same as the economic effect of
        this
        Agreement without regard to such invalidity.

       

      SECTION
        21. Counterparts.
        This
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original, and all such counterparts
        shall
        constitute one and the same instrument.

       

      SECTION
        22. Governing
        Law.
        The
        Agreement shall be construed in accordance with the laws of the State of
        New
        York without regard to any conflicts of law provisions and the obligations,
        rights and remedies of the parties hereunder shall be determined in accordance
        with the laws of the State of New York, except to the extent preempted by
        Federal law.

       

      SECTION
        23. Intention
        of the Parties.
        It is
        the intention of the parties that the Initial Purchaser is purchasing, and
        the
        Seller is selling, the Mortgage Loans and not a debt instrument of the Seller
        or
        another security. Accordingly, the parties hereto each intend to treat the
        transaction for Federal income tax purposes as a sale by the Seller, and
        a
        purchase by the Purchaser, of the Mortgage Loans. The Initial Purchaser shall
        have the right to review the Mortgage Loans and the related Mortgage Loan
        Files
        to determine the characteristics of the Mortgage Loans which shall affect
        the
        Federal income tax consequences of owning the Mortgage Loans and the Seller
        shall cooperate with all reasonable requests made by the Initial Purchaser
        in
        the course of such review. In the event, for any reason, any transaction
        contemplated herein is construed by any court or regulatory authority as
        a
        borrowing rather than as a sale, the Seller and the Purchaser intend that
        the
        Purchaser or its assignee, as the case may be, shall have a perfected first
        priority security interest in the Mortgage Loans, the Custodial Account and
        the
        proceeds of any and all of the foregoing (collectively, the “Collateral”), free
        and clear of adverse claims. In such case, the Seller shall be deemed to
        have
        hereby granted to the Purchaser or its assignee, as the case may be, a first
        priority security interest in and lien upon the Collateral, free and clear
        of
        adverse claims. In such event, the related Commitment Letter and this Agreement
        shall constitute a security agreement, the Custodian shall be deemed to be
        an
        independent custodian for purposes of perfection of the security interest
        granted to the Purchaser or its assignee, as the case may be, and the Purchaser
        or its assignee, as the case may be, shall have all of the rights of a secured
        party under applicable law.

       


      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        24. Successors
        and Assigns.
        This
        Agreement shall bind and inure to the benefit of and be enforceable by the
        Seller and the Purchaser and the respective successors and assigns of the
        Seller
        and the Purchaser. The Purchaser may assign this Agreement to any Person
        to whom
        any Mortgage Loan is transferred whether pursuant to a sale or financing
        and to
        any Person to whom the servicing or master servicing of any Mortgage Loan
        is
        sold or transferred. Upon any such assignment, the Person to whom such
        assignment is made shall succeed to all rights and obligations of the Purchaser
        under this Agreement to the extent of the related Mortgage Loan or Mortgage
        Loans and this Agreement, to the extent of the related Mortgage Loan or Loans,
        shall be deemed to be a separate and distinct Agreement between the Seller
        and
        such Purchaser, and a separate and distinct Agreement between the Seller
        and
        each other Purchaser to the extent of the other related Mortgage Loan or
        Loans.
        In the event that this Agreement is assigned to any Person to whom the servicing
        or master servicing of any Mortgage Loan is sold or transferred, the rights
        and
        benefits under this agreement which inure to the Purchaser shall inure to
        the
        benefit of both the Person to whom such Mortgage Loan is transferred and
        the
        Person to whom the servicing or master servicing of the Mortgage Loan has
        been
        transferred; provided that, the right to require a Mortgage Loan to be
        repurchased by the Seller pursuant to Subsection 7.03, 7.04 or 7.05 shall
        be
        retained solely by the Purchaser. This Agreement shall not be assigned, pledged
        or hypothecated by the Seller to a third party without the consent of the
        Purchaser, which consent shall not be unreasonably withheld.

       

      SECTION
        25. Commitment
        Letter.
        The
        terms and conditions set forth in the Commitment Letter with respect to each
        Closing Date shall be incorporated herein. In the event of any conflict between
        the terms of this Agreement and the related Commitment Letter, the Commitment
        Letter shall control.

       

      SECTION
        26. Waivers.
        No term
        or provision of this Agreement may be waived or modified unless such waiver
        or
        modification is in writing and signed by the party against whom such waiver
        or
        modification is sought to be enforced.

       

      SECTION
        27. Exhibits.
        The
        exhibits to this Agreement are hereby incorporated and made a part hereof
        and
        are an integral part of this Agreement.

       

      SECTION
        28. Nonsolicitation.
        The
        Seller covenants and agrees that it shall not take any action to solicit
        the
        refinancing of any Mortgage Loan following the date hereof or provide
        information to any other entity to solicit the refinancing of any Mortgage
        Loan;
        provided that, the foregoing shall not preclude the Seller from engaging
        in
        solicitations to the general public by newspaper, radio, television or other
        media which are not specifically directed toward the Mortgagors or from
        refinancing the Mortgage Loan of any Mortgagor who, without solicitation,
        contacts the Seller to request the refinancing of the related Mortgage
        Loan.

       


      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        29. General
        Interpretive Principles.
        For
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context otherwise requires:

       

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

       

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

       

      (c) references
        herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
        subdivisions without reference to a document are to designated Articles,
        Sections, Subsections, Paragraphs and other subdivisions of this
        Agreement;

       

      (d) reference
        to a Subsection without further reference to a Section is a reference to
        such
        Subsection as contained in the same Section in which the reference appears,
        and
        this rule shall also apply to Paragraphs and other subdivisions;

       

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

       

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

       

      SECTION
        30. Reproduction
        of Documents.
        This
        Agreement and all documents relating thereto, including, without limitation,
        (a)
        consents, waivers and modifications which may hereafter be executed, (b)
        documents received by any party at the closing, and (c) financial statements,
        certificates and other information previously or hereafter furnished, may
        be
        reproduced by any photographic, photostatic, microfilm, micro-card, miniature
        photographic or other similar process. The parties agree that any such
        reproduction shall be admissible in evidence as the original itself in any
        judicial or administrative proceeding, whether or not the original is in
        existence and whether or not such reproduction was made by a party in the
        regular course of business, and that any enlargement, facsimile or further
        reproduction of such reproduction shall likewise be admissible in
        evidence.

       

      SECTION
        31. Further
        Agreements.
        The
        Seller and the Purchaser each agree to execute and deliver to the other such
        reasonable and appropriate additional documents, instruments or agreements
        as
        may be necessary or appropriate to effectuate the purposes of this
        Agreement.

       


      
        
          
          

        

        
          64

          
            

          

        

        
          
          

        

      


      


       

      SECTION
        32. Third
        Party Beneficiary.
        For
        purposes of this Agreement, including but not limited to Subsection 11.23
        and
        Section 12A, any Master Servicer shall be considered a third party beneficiary
        to this Agreement entitled to all the rights and benefits accruing to any
        Master
        Servicer herein as if it were a direct party to this Agreement.

       

      [signature
        page follows]

       

      


       


      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      


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

       


      
        	 	 	 
	 	
                INDYMAC
                  BANK, F.S.B.

                (Seller)

              
	 
 	 
 	 
 
	 
	By:  	 
                
	 	Name:	  
	 	Title: 	  
	 	
              
	 	 


      

      
        
          	 	 	 
	 	
                  DB
                    STRUCTURED PRODUCTS, INC. 
(Initial Purchaser)

                
	 
 	 
 	 
 
	 
	By:  	 
                  
	 	Name:	  
	 	Title: 	  
	 	
                
	 	 


        

        
          
            	 	 	 
	 	
                     

                  
	 
	By:  	 
                    
	 	Name:	  
	 	Title: 	  
	 	
                  
	 	 


          

          


            
              
                
                

              

              
                66

                
                  

                

              

              
                
                

              

            



        

      

      EXHIBIT
        1

       

      FORM
        OF
        SELLER’S OFFICER’S CERTIFICATE

       

      I,
        ________________________, hereby certify that I am the duly elected
        ______________ of INDYMAC BANK, F.S.B., a ______________ (the “Seller”), and
        further certify, on behalf of the Seller as follows:

       

      1. Attached
        hereto as Attachment I are a true and correct copy of the Certificate of
        Incorporation and by-laws of the Seller as are in full force and effect on
        the
        date hereof.

       

      2. No
        proceedings looking toward liquidation, dissolution or bankruptcy of the
        Seller
        are pending or contemplated.

       

      3. Each
        person who, as an officer or attorney-in-fact of the Seller, signed (a) the
        Second Amended and Restated Master Mortgage Loan Purchase and Servicing
        Agreement (the “Purchase Agreement”), dated as of June 1, 2005, as amended and
        restated to and including July 1, 2005, by and between the Seller and DB
        Structured Products, Inc. (the “Purchaser”); (b) the Commitment Letter, dated
        _______ __, 200_, between the Seller and the Purchaser (the “Commitment
        Letter”); and (c) any other document delivered prior hereto or on the date
        hereof in connection with the sale and servicing of the Mortgage Loans in
        accordance with the Purchase Agreement and the Commitment Letter was, at
        the
        respective times of such signing and delivery, and is as of the date hereof,
        duly elected or appointed, qualified and acting as such officer or
        attorney-in-fact, and the signatures of such persons appearing on such documents
        are their genuine signatures.

       

      4. Attached
        hereto as Attachment II is a true and correct copy of the resolutions duly
        adopted by the board of directors of the Seller on ____________, 200_ (the
        “Resolutions”) with respect to the authorization and approval of the sale and
        servicing of the Mortgage Loans; said Resolutions have not been amended,
        modified, annulled or revoked and are in full force and effect on the date
        hereof.

       

      5. Attached
        hereto as Attachment III is a Certificate of Good Standing of the Seller
        dated
        ____________, 200_. No event has occurred since ____________, 200_ which
        has
        affected the good standing of the Seller under the laws of the State of
        ___________.

       

      6. Seller
        has all necessary licenses that are required to originate and sell the Mortgage
        Loans. No such licenses have been suspended or revoked by any court,
        administrative agency, arbitrator or governmental body and no proceedings
        are
        pending which might result in such suspension or revocation.

       

      7. All
        of
        the representations and warranties of the Seller contained in Subsections
        7.01
        and 7.02 of the Purchase Agreement were true and correct in all material
        respects as of the date of the Purchase Agreement and are true and correct
        in
        all material respects as of the date hereof.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      8. The
        Seller has performed all of its duties and has satisfied all the material
        conditions on its part to be performed or satisfied prior to the related
        Closing
        Date pursuant to the Purchase Agreement and the related Commitment
        Letter

       

      9. Each
        person whose name, title and signature appears on Attachment V hereto is
        duly
        authorized to execute on behalf of the Company any and all documents in
        connection with the sale and servicing of the Mortgage Loans in accordance
        with
        the Purchase Agreement.

       

      All
        capitalized terms used herein and not otherwise defined shall have the meaning
        assigned to them in the Purchase Agreement.

       

      IN
        WITNESS WHEREOF, I have hereunto signed my name.

       

      Dated:

      
        
          

        

      

       

      
        
          	 	 	 
	 	
                  
                    INDYMAC
                      BANK, F.S.B.

                    (Seller)

                  

                
	 
 	 
 	 
 
	 
	By:  	 
                  
	 	Name:	  
	 	Title: 	Vice President
	 	
                
	 	 


        



       

      I,
        _______________________, Secretary of the Seller, hereby certify that
        _________________________ is the duly elected, qualified and acting Vice
        President of the Seller and that the signature appearing above is
        genuine.

       

      IN
        WITNESS WHEREOF, I have hereunto signed my name.

       

      
        Dated:

        
          
            

          

        

         

        
          
            	 	 	 
	 	
                    
                      
                        INDYMAC
                          BANK, F.S.B.

                        (Seller)

                      

                    

                  
	 
 	 
 	 
 
	 
	By:  	 
                    
	 	Name:	  
	 	Title: 	[Assistant] Secretary
	 	
                  
	 	 


          



      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        V

       

      AUTHORIZED
        SIGNATORIES

       

      
        	
                Name

              	 	
                Title

              	 	
                Signature

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              
	
                 

              	 	
                 

              	 	
                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        2

       

      RESERVED

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        3

       

      FORM
        OF
        SECURITY RELEASE CERTIFICATION

       

      I. Release
        of Security Interest

       

      ___________________________,
        hereby relinquishes any and all right, title and interest it may have in
        and to
        the Mortgage Loans described in Exhibit A attached hereto upon purchase thereof
        by DB Structured Products, Inc. from the Seller named below pursuant to that
        certain Second Amended and Restated Master Mortgage Loan Purchase and Servicing
        Agreement, dated as of June 1, 2005, as amended and restated to and including
        July 1, 2005, as of the date and time of receipt by
        ______________________________ of $__________ for such Mortgage Loans (the
“Date
        and Time of Sale”), and certifies that all notes, mortgages, assignments and
        other documents in its possession relating to such Mortgage Loans have been
        delivered and released to the Seller named below or its designees as of the
        Date
        and Time of Sale.

       

      Name
        and
        Address of Financial Institution

       

       

        
          

        

      

      (Name)

       

       

        
          

        

      

      (Address)

       

      By:
        

      
        
          

        
     

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      II. Certification
        of Release

       

      The
        Seller named below hereby certifies to DB Structured Products, Inc. that,
        as of
        the Date and Time of Sale of the above mentioned Mortgage Loans to DB Structured
        Products, Inc., the security interests in the Mortgage Loans released by
        the
        above named corporation comprise all security interests relating to or affecting
        any and all such Mortgage Loans. The Seller warrants that, as of such time,
        there are and will be no other security interests affecting any or all of
        such
        Mortgage Loans.

       

      
        
          	 	 	 
	 	
                  
                    INDYMAC
                      BANK, F.S.B.

                    Seller

                  

                
	 
 	 
 	 
 
	 
	By:  	 
                  
	 	Name: 
                  	  
	 	Title: 	  
	 	
                
	 


        

      

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        4

       

      ASSIGNMENT
        AND CONVEYANCE

       

      On
        this
        _______ day of ________, 200_, INDYMAC BANK, F.S.B. (the “Seller”), as Seller
        under that certain Second Amended and Restated Master Mortgage Loan Purchase
        and
        Servicing Agreement, dated as of June 1, 2005, as amended and restated to
        and
        including July 1, 2005 (the “Agreement”), does hereby sell, transfer, assign,
        set over and convey to DB Structured Products, Inc. as Purchaser under the
        Agreement, without recourse, but subject to the terms of the Agreement, all
        rights, title and interest of the Seller (other than the servicing rights)
        in
        and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto
        as Schedule One, together with the related Mortgage Files and all rights
        and
        obligations arising under the documents contained therein. Pursuant to
        Subsection 6.03 of the Agreement, the Seller has delivered or shall deliver
        to
        the Custodian the Mortgage Loan Documents for each Mortgage Loan to be purchased
        and such other documents as set forth in the Agreement. The contents of each
        related Servicing File required to be retained by the Seller to service the
        Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser
        are and shall be held in trust by the Seller for the benefit of the Purchaser
        as
        the owner thereof. The Seller’s possession of any portion of each such Servicing
        File is at the will of the Purchaser for the sole purpose of facilitating
        servicing of the related Mortgage Loan pursuant to the Agreement, and such
        retention and possession by the Seller shall be in a custodial capacity only.
        The ownership of each Mortgage Note, Mortgage, and the contents of the Mortgage
        File and Servicing File is vested in the Purchaser and the ownership of all
        records and documents with respect to the related Mortgage Loan prepared
        by or
        which come into the possession of the Seller shall immediately vest in the
        Purchaser and shall be retained and maintained, in trust, by the Seller at
        the
        will of the Purchaser in such custodial capacity only.

       

      The
        Seller confirms to the Purchaser that the representations and warranties
        set
        forth in Subsections 7.01 and 7.02 of the Agreement and in the Commitment
        Letter, dated ________ __, 200_, are true and correct as of the date hereof,
        and
        that all statements made in the Seller’s Officer’s Certificate and all
        attachments thereto remain complete, true and correct in all respects as
        of the
        date hereof.

       

      Capitalized
        terms used herein and not otherwise defined shall have the meanings set forth
        in
        the Agreement.

      
         

        
          
            	 	 	 
	 	
                    
                      
                        INDYMAC
                          BANK, F.S.B.

                        (Seller)

                      

                    

                  
	 
 	 
 	 
 
	 
	By:  	 
                    
	 	Name: 
                    	  
	 	Title: 	  
	 	
                  
	 


          

        

         

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



      EXHIBIT
        5

       

      CONTENTS
        OF EACH MORTGAGE FILE

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        and
        which shall be retained by the Seller or delivered to the
        Custodian:

       

      
        	 	
                1.

              	
                Mortgage
                  Loan Documents.

              


      

       

      
        	 	
                2.

              	
                Residential
                  loan application.

              


      

       

      
        	 	
                3.

              	
                Mortgage
                  Loan closing statement.

              


      

       

      
        	 	
                4.

              	
                Verification
                  of employment and income, if required pursuant to the related Mortgage
                  Loan’s origination program.

              


      

       

      
        	 	
                5.

              	
                Verification
                  of acceptable evidence of source and amount of downpayment, if
                  required
                  pursuant to the related Mortgage Loan’s origination
                  program.

              


      

       

      
        	 	
                6.

              	
                Credit
                  report on Mortgagor.

              


      

       

      
        	 	
                7.

              	
                Residential
                  appraisal report.

              


      

       

      
        	 	
                8.

              	
                Photograph
                  of the Mortgaged Property.

              


      

       

      
        	 	
                9.

              	
                Survey
                  of the Mortgaged Property.

              


      

       

      
        	 	
                10.

              	
                Copy
                  of each instrument necessary to complete identification of any
                  exception
                  set forth in the exception schedule in the title policy, i.e.,
                  map or
                  plat, restrictions, easements, sewer agreements, home association
                  declarations, etc.

              


      

       

      
        	 	
                11.

              	
                All
                  required disclosure statements and statement of Mortgagor confirming
                  receipt thereof.

              


      

       

      
        	 	
                12.

              	
                If
                  available, termite report, structural engineer’s report, water potability
                  and septic certification.

              


      

       

      
        	 	
                13.

              	
                Sales
                  Contract, if applicable.

              


      

       

      
        	 	
                14.

              	
                Hazard
                  insurance policy.

              


      

       

      
        	 	
                15.

              	
                Tax
                  receipts, insurance premium receipts, ledger sheets, payment history
                  from
                  date of origination, insurance claim files, correspondence, current
                  and
                  historical computerized data files, and all other processing, underwriting
                  and closing papers and records which are customarily contained
                  in a
                  mortgage loan file and which are required to document the Mortgage
                  Loan or
                  to service the Mortgage Loan.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	 	
                16.
                  

              	
                Amortization
                  schedule, if available.

              


      

       

      
        	 	
                17.

              	
                Payment
                  history for Mortgage Loans that have been closed for more than
                  90
                  days.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        6

       

      FORM
        OF
        CUSTODIAL ACCOUNT LETTER AGREEMENT

       

      
        	 	
                ________________________
                  __, 200__

              
	
                To:

              	
                ________________________________
                  

              
	 	 (the
                “Depository”)


      

      


       

      As
        Seller
        under the Second Amended and Restated Master Mortgage Loan Purchase and
        Servicing Agreement, dated as of June 1, 2005, as amended and restated to
        and
        including July 1, 2006, we hereby authorize and request you to establish
        an
        account, as a Custodial Account, to be designated as “IndyMac Bank, F.S.B. in
        trust for DB Structured Products, Inc..” All deposits in the account shall be
        subject to withdrawal therefrom by order signed by the Seller. You may refuse
        any deposit which would result in violation of the requirement that the account
        be fully insured as described below. This letter is submitted to you in
        duplicate. Please execute and return one original to us.

      
        
           

          
            
              	 	 	 
	 	
                      
                        
                          
                            INDYMAC
                              BANK, F.S.B.

                            (Seller)

                          

                        

                      

                    
	 
 	 
 	 
 
	 
	By:  	 
                      
	 	Name: 
                      	  
	 	Title: 	  
	 	Date:	  
	 	
                    
	 


            

          

           

        

      

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        undersigned, as Depository, hereby certifies that the above-described account
        has been established under Account Number ___________ at the office of the
        Depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured by the Federal Deposit Insurance Corporation through the Bank Insurance
        Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”) to the limits of
        such insurance.

       

      
        
           

          
            
              	 	 	 
	 	
                      
                        
                          
                            Depository

                          

                        

                      

                    
	 
 	 
 	 
 
	 
	By:  	 
                      
	 	Name: 
                      	  
	 	Title: 	  
	 	Date:	  
	 	
                    
	 


            

          

           

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        7

       

      FORM
        OF
        ESCROW ACCOUNT LETTER AGREEMENT

       

      
         

        
          	 	
                  ________________________
                    __, 200__

                
	
                  To:

                	
                  ________________________________
                    

                
	 	 (the
                  “Depository”)


        

        
 

      

      As
        Seller
        under the Second Amended and Restated Master Mortgage Loan Purchase and
        Servicing Agreement, dated as of June 1, 2005, as amended and restated to
        and
        including July 1, 2006, we hereby authorize and request you to establish
        an
        account, as an Escrow Account, to be designated as “IndyMac Bank, F.S.B. in
        trust for DB Structured Products, Inc. and various Mortgagors, Fixed and
        Adjustable Rate Mortgage Loans.” All deposits in the account shall be subject to
        withdrawal therefrom by order signed by the Seller. You may refuse any deposit
        which would result in violation of the requirement that the account be fully
        insured as described below. This letter is submitted to you in duplicate.
        Please
        execute and return one original to us.

       

      
        
           

          
            
              	 	 	 
	 	
                      
                        
                          
                            INDYMAC
                              BANK, F.S.B. 
                              (Seller)

                            

                          

                        

                      

                    
	 
 	 
 	 
 
	 
	By:  	 
                      
	 	Name: 
                      	  
	 	Title: 	  
	 	Date:	  
	 	
                    
	 


            

          

           

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        undersigned, as Depository, hereby certifies that the above-described account
        has been established under Account Number ___________ at the office of the
        Depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured by the Federal Deposit Insurance Corporation through the Bank Insurance
        Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”) to the limits of
        such insurance.

      
        
          
             

            
              
                	 	 	 
	 	
                        
                          
                            
                              Depository

                            

                          

                        

                      
	 
 	 
 	 
 
	 
	By:  	 
                        
	 	Name: 
                        	  
	 	Title: 	  
	 	Date:	  
	 	
                      
	 


              

            

             

          

        

      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        8

       

      SERVICING
        ADDENDUM

       

      Subsection
        11.01 Seller
        to Act as Servicer.

       

      The
        Seller, as independent contract servicer, shall service and administer the
        Mortgage Loans that the Seller sells to the Purchaser hereunder in accordance
        with all applicable laws, rules and regulations, the terms of the Mortgage
        Note
        and Mortgage, the Seller servicing guide and this Agreement during the
        Preliminary Servicing Period and shall have full power and authority, acting
        alone or through the utilization of a Subservicer or Subcontractor, to do
        or
        cause to be done any and all things in connection with such servicing and
        administration which the Seller may deem necessary or desirable and consistent
        with the terms of this Agreement. The Seller shall be responsible for any
        and
        all acts of a Subservicer and a Subcontractor, and the Seller’s utilization of a
        Subservicer or a Subcontractor shall in no way relieve the liability of the
        Seller under this Agreement.

       

      Consistent
        with the terms of this Agreement, the Seller may waive, modify or vary any
        term
        of any Mortgage Loan or consent to the postponement of strict compliance
        with
        any such term or in any manner grant indulgence to any Mortgagor if in the
        Seller’s reasonable and prudent determination such waiver, modification,
        postponement or indulgence is not materially adverse to the Purchaser; provided,
        however, that the Seller shall not permit any modification with respect to
        any
        Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive
        the
        payment thereof or of any principal or interest payments, reduce the outstanding
        principal amount (except for actual payments of principal), make additional
        advances of additional principal or extend the final maturity date on such
        Mortgage Loan. Without limiting the generality of the foregoing, the Seller
        shall continue, and is hereby authorized and empowered, to execute and deliver
        on behalf of itself, and the Purchaser, all instruments of satisfaction or
        cancellation, or of partial or full release, discharge and all other comparable
        instruments, with respect to the Mortgage Loans and with respect to the
        Mortgaged Property. If reasonably required by the Seller, the Purchaser shall
        furnish the Seller with any powers of attorney and other documents necessary
        or
        appropriate to enable the Seller to carry out its servicing and administrative
        duties under this Agreement.

       

      Notwithstanding
        anything in this Agreement to the contrary, in the event of a Principal
        Prepayment in full or in part of a Mortgage Loan, the Seller may not waive
        any
        Prepayment Charge or portion thereof required by the terms of the related
        Mortgage Note unless (i) the Seller determines that such waiver would maximize
        recovery of Liquidation Proceeds for such Mortgage Loan, taking into account
        the
        value of such Prepayment Charge and the Mortgage Loan, and the waiver of
        such
        Prepayment Charge is standard and customary in servicing similar Mortgage
        Loans
        (including the waiver of a Prepayment Charge in connection with a refinancing
        of
        the Mortgage Loan related to a default or a reasonably foreseeable default)
        or
        (ii) (A) the enforceability thereof is limited (1) by bankruptcy, insolvency,
        moratorium, receivership, or other similar law relating to creditors’ rights or
        (2) due to acceleration in connection with a foreclosure or other involuntary
        payment, or (B) the enforceability is otherwise limited or prohibited by
        subsequent changes in applicable law. In no event shall the Seller waive
        a
        Prepayment Charge in connection with a refinancing of a Mortgage Loan that
        is
        not related to a default or a reasonably foreseeable default. If the Seller
        waives or does not collect all or a portion of a Prepayment Charge relating
        to a
        Principal Prepayment in full or in part due to any action or omission of
        the
        Seller, other than as provided above, the Seller shall deposit the amount
        of
        such Prepayment Charge (or such portion thereof as had been waived for deposit)
        into the Custodial Account for distribution in accordance with the terms
        of this
        Agreement.

       


      
        
          
          

        

        
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      In
        servicing and administering the Mortgage Loans, the Seller shall employ
        procedures including collection procedures and exercise the same care that
        it
        customarily employs and exercises in servicing and administering mortgage
        loans
        for its own account giving due consideration to accepted mortgage servicing
        practices of prudent lending institutions and the Purchaser’s reliance on the
        Seller.

       

      Subsection
        11.02 Collection
        of Mortgage Loan Payments.

       

      Continuously
        from the related Closing Date until the principal and interest on all Mortgage
        Loans are paid in full, the Seller shall proceed diligently to collect all
        payments due under each Mortgage Loan when the same shall become due and
        payable
        and shall, to the extent such procedures shall be consistent with this Agreement
        and the terms and provisions of any related Primary Insurance Policy or LPMI
        Policy, follow such collection procedures as it follows with respect to mortgage
        loans comparable to the Mortgage Loans and held for its own account. Further,
        the Seller shall take special care in ascertaining and estimating annual
        ground
        rents, taxes, assessments, water rates, fire and hazard insurance premiums,
        mortgage insurance premiums, and all other charges that, as provided in the
        Mortgage, will become due and payable to the end that the installments payable
        by the Mortgagors will be sufficient to pay such charges as and when they
        become
        due and payable.

       

      Subsection
        11.03 Realization
        Upon Defaulted Mortgage Loans.

       

      (a) The
        Seller shall use its best efforts, consistent with the procedures that the
        Seller would use in servicing loans for its own account, to foreclose upon
        or
        otherwise comparably convert the ownership of such Mortgaged Properties as
        come
        into and continue in default and as to which no satisfactory arrangements
        can be
        made for collection of delinquent payments pursuant to Subsection 11.01.
        The
        Seller shall use its best efforts to realize upon defaulted Mortgage Loans
        in
        such a manner as will maximize the receipt of principal and interest by the
        Purchaser, taking into account, among other things, the timing of foreclosure
        proceedings. The foregoing is subject to the provisions that, in any case
        in
        which Mortgaged Property shall have suffered damage, the Seller shall not
        be
        required to expend its own funds toward the restoration of such property
        in
        excess of $2,000 unless it shall determine in its discretion (i) that such
        restoration will increase the proceeds of liquidation of the related Mortgage
        Loan to Purchaser after reimbursement to itself for such expenses, and (ii)
        that
        such expenses will be recoverable by the Seller through Insurance Proceeds
        or
        Liquidation Proceeds from the related Mortgaged Property, as contemplated
        in
        Subsection 11.05. In the event that any payment due under any Mortgage Loan
        is
        not paid when the same becomes due and payable, or in the event the Mortgagor
        fails to perform any other covenant or obligation under the Mortgage Loan
        and
        such failure continues beyond any applicable grace period, the Seller shall
        take
        such action as it shall deem to be in the best interest of the Purchaser.
        In the
        event that any payment due under any Mortgage Loan remains delinquent for
        a
        period of 90 days or more, the Seller shall commence foreclosure proceedings,
        provided that prior to commencing foreclosure proceedings, the Seller shall
        notify the Purchaser in writing of the Seller’s intention to do so, and the
        Seller shall not commence foreclosure proceedings if the Purchaser objects
        to
        such action within ten (10) Business Days of receiving such notice. The Seller
        shall notify the Purchaser in writing of the commencement of foreclosure
        proceedings. In such connection, the Seller shall be responsible for all
        costs
        and expenses incurred by it in any such proceedings; provided, however, that
        it
        shall be entitled to reimbursement thereof from the related Mortgaged Property,
        as contemplated in Subsection 11.05.

       


      
        
          
          

        

        
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      (b) Notwithstanding
        the foregoing provisions of this Subsection 11.03, with respect to any Mortgage
        Loan as to which the Seller has received actual notice of, or has actual
        knowledge of, the presence of any toxic or hazardous substance on the related
        Mortgaged Property the Seller shall not either (i) obtain title to such
        Mortgaged Property as a result of or in lieu of foreclosure or otherwise,
        or
        (ii) otherwise acquire possession of, or take any other action, with respect
        to,
        such Mortgaged Property if, as a result of any such action, the Purchaser
        would
        be considered to hold title to, to be a mortgagee-in-possession of, or to
        be an
        owner or operator of such Mortgaged Property within the meaning of the
        Comprehensive Environmental Response, Compensation and Liability Act of 1980,
        as
        amended from time to time, or any comparable law, unless the Seller has also
        previously determined, based on its reasonable judgment and a prudent report
        prepared by a Person who regularly conducts environmental audits using customary
        industry standards, that:

       

      (1) such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Purchaser to take
        such actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

       

      (2) there
        are
        no circumstances present at such Mortgaged Property relating to the use,
        management or disposal of any hazardous substances, hazardous materials,
        hazardous wastes, or petroleum-based materials for which investigation, testing,
        monitoring, containment, clean-up or remediation could be required under
        any
        federal, state or local law or regulation, or that if any such materials
        are
        present for which such action could be required, that it would be in the
        best
        economic interest of the Purchaser to take such actions with respect to the
        affected Mortgaged Property.

       


      
        
          
          

        

        
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      The
        cost
        of the environmental audit report contemplated by this Subsection 11.03 shall
        be
        advanced by the Seller, subject to the Seller’s right to be reimbursed therefor
        from the Custodial Account as provided in Subsection 11.05(v).

       

      If
        the
        Seller determines, as described above, that it is in the best economic interest
        of the Purchaser to take such actions as are necessary to bring any such
        Mortgaged Property into compliance with applicable environmental laws, or
        to
        take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
        materials affecting any such Mortgaged Property, then the Seller shall take
        such
        action as it deems to be in the best economic interest of the Purchaser.
        The
        cost of any such compliance, containment, cleanup or remediation shall be
        advanced by the Seller, subject to the Seller’s right to be reimbursed therefor
        from the Custodial Account as provided in Subsection 11.05(v).

       

      (c) Proceeds
        received in connection with any Final Recovery Determination, as well as
        any
        recovery resulting from a partial collection of Insurance Proceeds or
        Liquidation Proceeds in respect of any Mortgage Loan, will be applied in
        the
        following order of priority: first, to reimburse the Seller for any related
        unreimbursed Servicing Advances, pursuant to Subsections 11.05(ii) and (v);
        second, to accrued and unpaid interest on the Mortgage Loan, to the date
        of the
        Final Recovery Determination, or to the Due Date prior to the Distribution
        Date
        on which such amounts are to be distributed if not in connection with a Final
        Recovery Determination; and third, as a recovery of principal of the Mortgage
        Loan. If the amount of the recovery so allocated to interest is less than
        the
        full amount of accrued and unpaid interest due on such Mortgage Loan, the
        amount
        of such recovery will be allocated by the Seller as follows: first, to unpaid
        Servicing Fees; and second, to the balance of the interest then due and owing.
        The portion of the recovery so allocated to unpaid Servicing Fees shall be
        reimbursed to the Seller pursuant to Subsection 11.05(iii).

       

      Subsection
        11.04 Establishment
        of Custodial Accounts; Deposits in Custodial Accounts.

       

      The
        Seller shall segregate and hold all funds collected and received pursuant
        to
        each Mortgage Loan separate and apart from any of its own funds and general
        assets and shall establish and maintain one or more Custodial Accounts, each
        of
        which shall be an Eligible Account. The creation of any Custodial Account
        shall
        be evidenced by a Custodial Account Letter Agreement in the form of Exhibit
        6.

       

      The
        Seller shall deposit in the related Custodial Account on a daily basis, and
        retain therein the following payments and collections received by it subsequent
        to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
        to a period subsequent thereto, other than in respect of principal and interest
        on the Mortgage Loans due on or before the Cut-off Date:

       

      (i) all
        payments on account of principal on the Mortgage Loans;

       


      
        
          
          

        

        
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      (ii) all
        payments on account of interest on the Mortgage Loans, including all Prepayment
        Charges;

       

      
        
          (iii)
            all
            Liquidation Proceeds;

        

      

       

      (iv) all
        Insurance Proceeds including amounts required to be deposited pursuant to
        Subsections 11.10 and 11.11, other than proceeds to be held in the Escrow
        Account and applied to the restoration or repair of the Mortgaged Property
        or
        released to the Mortgagor in accordance with the Seller’s normal servicing
        procedures, the loan documents or applicable law;

       

      (v) all
        Condemnation Proceeds affecting any Mortgaged Property which are not released
        to
        the Mortgagor in accordance with the Seller’s normal servicing procedures, the
        loan documents or applicable law;

       

      (vi) all
        proceeds of any Mortgage Loan repurchased in accordance with Subsections
        7.03
        and 7.04 and all amounts required to be deposited by the Seller in connection
        with shortfalls in principal amount of Qualified Substitute Mortgage Loans
        pursuant to Subsection 7.03;

       

      (vii) any
        amounts required to be deposited by the Seller pursuant to Subsection 11.11
        in
        connection with the deductible clause in any blanket hazard insurance policy.
        Such deposit shall be made from the Seller’s own funds, without reimbursement
        therefor;

       

      (viii) any
        amounts required to be deposited by the Seller in connection with any REO
        Property pursuant to Subsection 11.13;

       

      (ix) any
        amounts required to be deposited in the Custodial Account pursuant to
        Subsections 11.19 or 11.20;

       

      (x) all
        Monthly Advances; and

       

      (xi) with
        respect to each Principal Prepayment, an amount (to be paid by the Seller
        out of
        its own funds without reimbursement therefor) which, when added to all amounts
        allocable to interest received in connection with such Principal Prepayment,
        equals one month’s interest on the amount of principal so prepaid at the
        Mortgage Interest Rate, provided, however, that in no event shall the aggregate
        of deposits made by the Seller pursuant to this clause (xi) exceed the aggregate
        amount of the Seller’s Servicing Fee in the calendar month in which such
        deposits are required.

       

      The
        foregoing requirements for deposit in the Custodial Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges and assumption
        fees,
        to the extent permitted by Subsection 11.21, need not be deposited by the
        Seller
        in the Custodial Account. Any interest or earnings on funds deposited in
        the
        Custodial Account by the depository institution shall accrue to the benefit
        of
        the Seller and the Seller shall be entitled to retain and withdraw such interest
        from the related Custodial Account pursuant to Subsection 11.05(iii). The
        Seller
        shall give notice to the Purchaser of the location of the Custodial Account
        when
        established and prior to any change thereof.

       


      
        
          
          

        

        
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      If
        the
        balance on deposit in the Custodial Account exceeds $75,000 as of the
        commencement of business on any Business Day, the Seller shall, on or before
        twelve o’clock noon Eastern time on such Business Day, withdraw from the related
        Custodial Account any and all amounts payable to the Purchaser and remit
        such
        amounts to the Purchaser by wire transfer of immediately available
        funds.

       

      Subsection
        11.05 Permitted
        Withdrawals From the Custodial Account.

       

      The
        Seller may, from time to time, withdraw from the related Custodial Account
        for
        the following purposes:

       

      (i) to
        make
        distributions to the Purchaser in the amounts and in the manner provided
        for in
        Subsection 11.14;

       

      (ii) to
        reimburse itself for unreimbursed Servicing Advances, the Seller’s right to
        reimburse itself pursuant to this subclause (ii) with respect to any Mortgage
        Loan being limited to related Liquidation Proceeds, Condemnation Proceeds,
        Insurance Proceeds and such other amounts as may be collected by the Seller
        from
        the Mortgagor or otherwise relating to the Mortgage Loan, it being understood
        that, in the case of such reimbursement, the Seller’s right thereto shall be
        prior to the rights of the Purchaser, except that, where the Seller is required
        to repurchase a Mortgage Loan, pursuant to Subsection 7.03, the Seller’s right
        to such reimbursement shall be subsequent to the payment to the Purchaser
        of the
        Repurchase Price pursuant to Subsection 7.03 and all other amounts required
        to
        be paid to the Purchaser with respect to such Mortgage Loans;

       

      (iii) to
        pay to
        itself pursuant to Subsection 11.21 as servicing compensation (a) any interest
        earned on funds in the Custodial Account (all such interest to be withdrawn
        monthly not later than each Distribution Date), and (b) the Servicing
        Fee;

       

      (iv) to
        pay to
        itself with respect to each Mortgage Loan that has been repurchased pursuant
        to
        Subsection 7.03 all amounts received thereon and not distributed as of the
        date
        on which the related Repurchase Price is determined;

       

      (v) to
        pay,
        or to reimburse the Seller for advances in respect of, expenses incurred
        in
        connection with any Mortgage Loan pursuant to Subsection 11.03(b), but only
        to
        the extent of amounts received in respect of the Mortgage Loans to which
        such
        expense is attributable;

       

      (vi) to
        reimburse itself for Monthly Advances, the Seller’s right to reimburse itself
        pursuant to this subclause (vi) being limited to amounts received on the
        related
        Mortgage Loan which represent late collections (net of the related Servicing
        Fees) respecting which any such advance was made it being understood that,
        in
        the case of such reimbursement, the Seller’s right thereto shall be prior to the
        rights of Purchaser, except that, where the Seller is required to repurchase
        a
        Mortgage Loan, pursuant to Subsection 7.03, the Seller’s right to such
        reimbursement shall be subsequent to the payment to the Purchaser of the
        Repurchase Price pursuant to Subsection 7.03, and all other amounts required
        to
        be paid to the Purchaser with respect to such Mortgage Loans;

       


      
        
          
          

        

        
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      (vii) to
        reimburse the Seller for any Monthly Advance previously made which the Seller
        has determined to be a Nonrecoverable Monthly Advance; and

       

      (viii) to
        clear
        and terminate the Custodial Account on the termination of this
        Agreement.

       

      The
        Seller shall keep and maintain separate accounting, on a Mortgage Loan by
        Mortgage Loan basis, for the purpose of justifying any withdrawal from the
        Custodial Account pursuant to such subclauses (ii) - (vii) above. The Seller
        shall provide written notification in the form of an Officers’ Certificate to
        the Purchaser, on or prior to the next succeeding Distribution Date, upon
        making
        any withdrawals from the Custodial Account pursuant to subclause (vii)
        above.

       

      Subsection
        11.06 Establishment
        of Escrow Accounts; Deposits in Escrow Accounts.

       

      The
        Seller shall segregate and hold all funds collected and received pursuant
        to
        each Mortgage Loan which constitute Escrow Payments separate and apart from
        any
        of its own funds and general assets and shall establish and maintain one
        or more
        Escrow Accounts, each of which shall be an Eligible Account. The creation
        of any
        Escrow Account shall be evidenced by an Escrow Account Letter Agreement in
        the
        form of Exhibit 7.

       

      The
        Seller shall deposit in the Escrow Account or Accounts on a daily basis,
        and
        retain therein, (i) all Escrow Payments collected on account of the Mortgage
        Loans, for the purpose of effecting timely payment of any such items as required
        under the terms of this Agreement, and (ii) all Insurance Proceeds which
        are to
        be applied to the restoration or repair of any Mortgaged Property. The Seller
        shall make withdrawals therefrom only to effect such payments as are required
        under this Agreement, and for such other purposes as shall be as set forth
        or in
        accordance with Subsection 11.08. The Seller shall be entitled to retain
        any
        interest paid on funds deposited in the related Escrow Account by the depository
        institution other than interest on escrowed funds required by law to be paid
        to
        the Mortgagor and, to the extent required by law, the Seller shall pay interest
        on escrowed funds to the Mortgagor notwithstanding that the Escrow Account
        is
        non-interest bearing or that interest paid thereon is insufficient for such
        purposes.

       

      Subsection
        11.07 Permitted
        Withdrawals From Escrow Account.

       


      
        
          
          

        

        
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      Withdrawals
        from the related Escrow Account may be made by the Seller (i) to effect timely
        payments of ground rents, taxes, assessments, water rates, hazard insurance
        premiums, Primary Insurance Policy premiums, if applicable, and comparable
        items, (ii) to reimburse the Seller for any Servicing Advance made by the
        Seller
        with respect to a related Mortgage Loan but only from amounts received on
        the
        related Mortgage Loan which represent late payments or collections of Escrow
        Payments thereunder, (iii) to refund to the Mortgagor any funds as may be
        determined to be overages, (iv) for transfer to the related Custodial Account
        in
        accordance with the terms of this Agreement, (v) for application to restoration
        or repair of the Mortgaged Property, (vi) to pay to the Seller, or to the
        Mortgagor to the extent required by law, any interest paid on the funds
        deposited in the Escrow Account, or (vii) to clear and terminate the Escrow
        Account on the termination of this Agreement.

       

      Subsection
        11.08 Payment
        of Taxes, Insurance and Other Charges; Maintenance of Primary Insurance Policies
        and LPMI Policies; Collections Thereunder.

       

      With
        respect to each Mortgage Loan, the Seller shall maintain accurate records
        reflecting the status of ground rents, taxes, assessments, water rates and
        other
        charges which are or may become a lien upon the Mortgaged Property and the
        status of Primary Insurance Policy and LPMI Policy premiums and fire and
        hazard
        insurance coverage and shall obtain, from time to time, all bills for the
        payment of such charges, including insurance renewal premiums and shall effect
        payment thereof prior to the applicable penalty or termination date and at
        a
        time appropriate for securing maximum discounts allowable, employing for
        such
        purpose deposits of the Mortgagor in the related Escrow Account which shall
        have
        been estimated and accumulated by the Seller in amounts sufficient for such
        purposes, as allowed under the terms of the Mortgage and applicable law.
        To the
        extent that the Mortgage does not provide for Escrow Payments, the Seller
        shall
        determine that any such payments are made by the Mortgagor at the time they
        first become due. The Seller assumes full responsibility for the timely payment
        of all such bills and shall effect timely payments of all such bills
        irrespective of the Mortgagor’s faithful performance in the payment of same or
        the making of the Escrow Payments and shall make advances from its own funds
        to
        effect such payments.

       

      The
        Seller shall maintain in full force and effect, a Primary Insurance Policy,
        issued by a Qualified Insurer, with respect to each Mortgage Loan for which
        such
        coverage is required. Such coverage shall be maintained until the Loan-to-Value
        Ratio of the related Mortgage Loan is reduced to that amount for which FNMA
        no
        longer requires such insurance to be maintained. The Seller will not cancel
        or
        refuse to renew any Primary Insurance Policy in effect on the related Closing
        Date that is required to be kept in force under this Agreement unless a
        replacement Primary Insurance Policy or LPMI Policy for such cancelled or
        non-
        renewed policy is obtained from and maintained with a Qualified Insurer.
        The
        Seller shall not take any action which would result in non-coverage under
        any
        applicable Primary Insurance Policy or LPMI Policy of any loss which, but
        for
        the actions of the Seller, would have been covered thereunder. In connection
        with any assumption or substitution agreement entered into or to be entered
        into
        pursuant to Subsection 11.19, the Seller shall promptly notify the insurer
        under
        the related Primary Insurance Policy or LPMI Policy, if any, of such assumption
        or substitution of liability in accordance with the terms of such policy
        and
        shall take all actions which may be required by such insurer as a condition
        to
        the continuation of coverage under the Primary Insurance Policy or LPMI Policy.
        If such Primary Insurance Policy is terminated as a result of such assumption
        or
        substitution of liability, the Seller shall obtain a replacement Primary
        Insurance Policy as provided above.

       


      
        
          
          

        

        
          8-8

          
            

          

        

        
          
          

        

      


      


       

      In
        connection with its activities as servicer, the Seller agrees to prepare
        and
        present, on behalf of itself, and the Purchaser, claims to the insurer under
        any
        Primary Insurance Policy or LPMI Policy in a timely fashion in accordance
        with
        the terms of such policies and, in this regard, to take such action as shall
        be
        necessary to permit recovery under any Primary Insurance Policy or LPMI Policy
        respecting a defaulted Mortgage Loan. Pursuant to Subsection 11.04, any amounts
        collected by the Seller under any Primary Insurance Policy or LPMI Policy
        shall
        be deposited in the related Custodial Account, subject to withdrawal pursuant
        to
        Subsection 11.05.

       

      Subsection
        11.09 Transfer
        of Accounts.

       

      The
        Seller may transfer the related Custodial Account or the related Escrow Account
        to a different depository institution from time to time. Such transfer shall
        be
        made only upon notice to the Purchaser. In any case, the Custodial Account
        and
        Escrow Account shall be Eligible Accounts.

       

      Subsection
        11.10 Maintenance
        of Hazard Insurance.

       

      The
        Seller shall cause to be maintained for each Mortgage Loan fire and hazard
        insurance with extended coverage as is customary in the area where the Mortgaged
        Property is located in an amount which is at least equal to the lesser of
        (i)
        the amount necessary to fully compensate for any damage or loss to the
        improvements which are a part of such property on a replacement cost basis
        or
        (ii) the outstanding principal balance of the Mortgage Loan, in each case
        in an
        amount not less than such amount as is necessary to prevent the Mortgagor
        and/or
        the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in
        an
        area identified on a Flood Hazard Boundary Map or Flood Insurance Rate Map
        issued by the Flood Emergency Management Agency as having special flood hazards
        and such flood insurance has been made available, the Seller will cause to
        be
        maintained a flood insurance policy meeting the requirements of the current
        guidelines of the Federal Insurance Administration with a generally acceptable
        insurance carrier, in an amount representing coverage not less than the greater
        of (i) the lesser of (a) the outstanding principal balance of the Mortgage
        Loan
        (plus any additional amount required to prevent the Mortgagor from being
        deemed
        a co-insurer) or (b) the amount necessary to fully compensate for any damage
        or
        loss to the improvements which are part of such property on a replacement
        cost
        basis, or (ii) the maximum amount of insurance which is available under the
        National Flood Insurance Act of 1968 or the Flood Disaster Protection Act
        of
        1973, as amended. The Seller also shall maintain on any REO Property, fire
        and
        hazard insurance with extended 

       


      
        
          
          

        

        
          8-9

          
            

          

        

        
          
          

        

      


      coverage
        in an amount which is at least equal to the lesser of (i) the maximum insurable
        value of the improvements which are a part of such property and (ii) the
        outstanding principal balance of the related Mortgage Loan at the time it
        became
        an REO Property plus accrued interest at the Mortgage Interest Rate and related
        Servicing Advances, liability insurance and flood insurance in an amount
        which
        is at least equal to the greater of (i) the lesser of (a) the outstanding
        principal balance of the Mortgage Loan (plus any additional amount required
        to
        prevent the Mortgagor from being deemed a co-insurer) or (b) the amount
        necessary to fully compensate for any damage or loss to the improvements
        which
        are a part of such property on a replacement cost basis, or (ii) the maximum
        amount of insurance which is available under the National Flood Insurance
        Act of
        1968 or the Flood Disaster Protection Act of 1973, as amended. Pursuant to
        Subsection 11.04, any amounts collected by the Seller under any such policies
        other than amounts to be deposited in the Escrow Account and applied to the
        restoration or repair of the Mortgaged Property or REO Property, or released
        to
        the Mortgagor in accordance with the Seller’s normal servicing procedures, shall
        be deposited in the related Custodial Account, subject to withdrawal pursuant
        to
        Subsection 11.05. Any cost incurred by the Seller in maintaining any such
        insurance shall not, for the purpose of calculating distributions to the
        Purchaser, be added to the unpaid principal balance of the related Mortgage
        Loan, notwithstanding that the terms of such Mortgage Loan so permit. It
        is
        understood and agreed that no earthquake or other additional insurance need
        be
        required by the Seller of the Mortgagor or maintained on property acquired
        in
        respect of the Mortgage Loan, other than pursuant to such applicable laws
        and
        regulations as shall at any time be in force and as shall require such
        additional insurance. All such policies shall be endorsed with standard
        mortgagee clauses with loss payable to the Seller, or upon request to the
        Purchaser, and shall provide for at least thirty days prior written notice
        of
        any cancellation, reduction in the amount of, or material change in, coverage
        to
        the Seller. The Seller shall not interfere with the Mortgagor’s freedom of
        choice in selecting either his insurance carrier or agent, provided, however,
        that the Seller shall not accept any such insurance policies from insurance
        companies unless such companies currently reflect a General Policy Rating
        of
        A:VI or better in Best’s Key Rating Guide or an insurance company with
        comparable credit worthiness and are licensed to do business in the state
        wherein the property subject to the policy is located.

       

      Subsection
        11.11 Maintenance
        of Mortgage Impairment Insurance Policy.

       

      In
        the
        event that the Seller shall obtain and maintain a mortgage impairment or
        blanket
        policy issued by an issuer that has a Best rating of A:VI insuring against
        hazard losses on all Mortgaged Properties securing the Mortgage Loans, then,
        to
        the extent such policy provides coverage in an amount equal to the amount
        required pursuant to Subsection 11.10 and otherwise complies with all other
        requirements of Subsection 11.10, the Seller shall conclusively be deemed
        to
        have satisfied its obligations as set forth in Subsection 11.10, it being
        understood and agreed that such policy may contain a deductible clause, in
        which
        case the Seller shall, in the event that there shall not have been maintained
        on
        the related Mortgaged Property or REO Property a policy complying with
        Subsection 11.10, and there shall have been one or more losses which would
        have
        been covered by such policy, deposit in the related Custodial Account the
        amount
        not otherwise payable under the blanket policy because of such deductible
        clause. In connection with its activities as servicer of the Mortgage Loans,
        the
        Seller agrees to prepare and present, on behalf of the Purchaser, claims
        under
        any such blanket policy in a timely fashion in accordance with the terms
        of such
        policy. Upon request of the Purchaser, the Seller shall cause to be delivered
        to
        the Purchaser a certificate of insurance with respect to such policy and
        a
        statement from the insurer thereunder that such policy shall in no event
        be
        terminated or materially modified without thirty days prior written notice
        to
        the Purchaser.

       


      
        
          
          

        

        
          8-10

          
            

          

        

        
          
          

        

      


      


       

      Subsection
        11.12 Fidelity
        Bond, Errors and Omissions Insurance.

       

      The
        Seller shall maintain, at its own expense, a blanket fidelity bond and an
        errors
        and omissions insurance policy, with broad coverage with responsible companies
        that would meet the requirements of FNMA or FHLMC on all officers, employees
        or
        other persons acting in any capacity with regard to the Mortgage Loans to
        handle
        funds, money, documents and papers relating to the Mortgage Loans. The fidelity
        bond and errors and omissions insurance shall be in the form of the Mortgage
        Banker’s Blanket Bond and shall protect and insure the Seller against losses,
        including forgery, theft, embezzlement, fraud, errors and omissions and
        negligent acts of such persons. Such fidelity bond shall also protect and
        insure
        the Seller against losses in connection with the failure to maintain any
        insurance policies required pursuant to this Agreement and the release or
        satisfaction of a Mortgage Loan without having obtained payment in full of
        the
        indebtedness secured thereby. No provision of this Subsection 11.12 requiring
        the fidelity bond and errors and omissions insurance shall diminish or relieve
        the Seller from its duties and obligations as set forth in this Agreement.
        The
        minimum coverage under any such bond and insurance policy shall be at least
        equal to the corresponding amounts required by FNMA in the FNMA Servicing
        Guide
        or by FHLMC in the FHLMC Seller’s and Servicers’ Guide. The Seller shall deliver
        to the Purchaser a certificate of insurance with respect to the fidelity
        bond
        and insurance policy.

       

      Subsection
        11.13 Title,
        Management and Disposition of REO Property.

       

      In
        the
        event that title to the Mortgaged Property is acquired in foreclosure or
        by deed
        in lieu of foreclosure, the deed or certificate of sale shall be taken in
        the
        name of the person designated by the Purchaser, or in the event such person
        is
        not authorized or permitted to hold title to real property in the state where
        the REO Property is located, or would be adversely affected under the “doing
        business” or tax laws of such state by so holding title, the deed or certificate
        of sale shall be taken in the name of such Person or Persons as shall be
        consistent with an opinion of counsel obtained by the Seller from an attorney
        duly licensed to practice law in the state where the REO Property is located.
        Any Person or Persons holding such title other than the Purchaser shall
        acknowledge in writing that such title is being held as nominee for the benefit
        of the Purchaser.

       


      
        
          
          

        

        
          8-11

          
            

          

        

        
          
          

        

      


      


       

      The
        Seller shall either itself or through an agent selected by the Seller, manage,
        conserve, protect and operate each REO Property (and may temporarily rent
        the
        same) in the same manner that it manages, conserves, protects and operates
        other
        foreclosed property for its own account, and in the same manner that similar
        property in the same locality as the REO Property is managed. If a REMIC
        election is or is to be made with respect to the arrangement under which
        the
        Mortgage Loans and any REO Property are held, the Seller shall manage, conserve,
        protect and operate each REO Property in a manner which does not cause such
        REO
        Property to fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code or result in the receipt by such REMIC of
        any
“income from non permitted assets” within the meaning of Section 860F(a)(2)(B)
        of the Code or any “net income from foreclosure property” within the meaning of
        Section 860G(c)(2) of the Code. The Seller shall cause each REO Property
        to be
        inspected promptly upon the acquisition of title thereto and shall cause
        each
        REO Property to be inspected at least annually thereafter. The Seller shall
        make
        or cause to be made a written report of each such inspection. Such reports
        shall
        be retained in the Mortgage File and copies thereof shall be forwarded by
        the
        Seller to the Purchaser. The Seller shall use its best efforts to dispose
        of the
        REO Property as soon as possible and shall sell such REO Property in any
        event
        within one year after title has been taken to such REO Property, unless the
        Seller determines, and gives appropriate notice to the Purchaser, that a
        longer
        period is necessary for the orderly liquidation of such REO Property. If
        a
        period longer than one year is necessary to sell any REO property, (i) the
        Seller shall report monthly to the Purchaser as to the progress being made
        in
        selling such REO Property and (ii) if, with the written consent of the
        Purchaser, a purchase money mortgage is taken in connection with such sale,
        such
        purchase money mortgage shall name the Seller as mortgagee, and a separate
        servicing agreement between the Seller and the Purchaser shall be entered
        into
        with respect to such purchase money mortgage. Notwithstanding the foregoing,
        if
        a REMIC election is made with respect to the arrangement under which the
        Mortgage Loans and the REO Property are held, such REO Property shall be
        disposed of within three years or such other period as may be permitted under
        Section 860G(a)(8) of the Code.

       

      With
        respect to each REO Property, the Seller shall segregate and hold all funds
        collected and received in connection with the operation of the REO Property
        separate and apart from its own funds or general assets and shall establish
        and
        maintain a separate REO Account for each REO Property in the form of a non
        interest bearing demand account, unless an Opinion of Counsel is obtained
        by the
        Seller to the effect that the classification as a grantor trust or REMIC
        for
        federal income tax purposes of the arrangement under which the Mortgage Loans
        and the REO Property is held will not be adversely affected by holding such
        funds in another manner. Each REO Account shall be established with the Seller
        or, with the prior consent of the Purchaser, with a commercial bank, a mutual
        savings bank or a savings association. The creation of any REO Account shall
        be
        evidenced by a letter agreement substantially in the form of the Custodial
        Account Letter Agreement attached as Exhibit 6 hereto. An original of such
        letter agreement shall be furnished to any Purchaser upon request.

       

      The
        Seller shall deposit or cause to be deposited, on a daily basis in each REO
        Account all revenues received with respect to the related REO Property and
        shall
        withdraw therefrom funds necessary for the proper operation, management and
        maintenance of the REO Property, including the cost of maintaining any hazard
        insurance pursuant to Subsection 11.10 hereof and the fees of any managing
        agent
        acting on behalf of the Seller. The Seller shall not be entitled to retain
        interest paid or other earnings, if any, on funds deposited in such REO Account.
        On or before each Determination Date, the Seller shall withdraw from each
        REO
        Account and deposit into the Custodial Account the net income from the REO
        Property on deposit in the REO Account.

       


      
        
          
          

        

        
          8-12

          
            

          

        

        
          
          

        

      


      


       

      The
        Seller shall furnish to the Purchaser on each Distribution Date, an operating
        statement for each REO Property covering the operation of each REO Property
        for
        the previous month. Such operating statement shall be accompanied by such
        other
        information as the Purchaser shall reasonably request.

       

      Each
        REO
        Disposition shall be carried out by the Seller at such price and upon such
        terms
        and conditions as the Seller deems to be in the best interest of the Purchaser
        only with the prior written consent of the Purchaser. If as of the date title
        to
        any REO Property was acquired by the Seller there were outstanding unreimbursed
        Servicing Advances with respect to the REO Property, the Seller, upon an
        REO
        Disposition of such REO Property, shall be entitled to reimbursement for
        any
        related unreimbursed Servicing Advances from proceeds received in connection
        with such REO Disposition. The proceeds from the REO Disposition, net of
        any
        payment to the Seller as provided above, shall be deposited in the REO Account
        and shall be transferred to the Custodial Account on the Determination Date
        in
        the month following receipt thereof for distribution on the succeeding
        Distribution Date in accordance with Subsection 11.14.

       

      Subsection
        11.14 Distributions.

       

      On
        each
        Distribution Date, the Seller shall distribute to the Purchaser (A) (i) all
        amounts credited to the related Custodial Account as of the close of business
        on
        the preceding Determination Date, net of charges against or withdrawals from
        the
        related Custodial Account pursuant to Subsection 11.05., plus (ii) all Monthly
        Advances, if any, which the Seller is obligated to distribute pursuant to
        Subsection 11.30; minus (B) (x) any amounts attributable to Principal
        Prepayments received after the last day of the Due Period immediately preceding
        the related Distribution Date and (y) any amounts attributable to Monthly
        Payments collected but due on a Due Date or Dates subsequent to the preceding
        Determination Date.

       

      All
        distributions made to the Purchaser on each Distribution Date will be made
        to
        the Purchaser of record on the preceding Record Date, and shall be based
        on the
        Mortgage Loans owned and held by the Purchaser, and shall be made by wire
        transfer of immediately available funds in accordance with the following
        wire
        transfer instructions:

       

      DB
        STRUCTURED PRODUCTS

      BANK:
        BANK OF NEW YORK

      ABA:
        021000018

      ACCT
        #:
        GLA/111569

      ACCT
        NAME: DPX

      ATTN:
        Rob
        Barreto

      RE:
        [SELLER]

       


      
        
          
          

        

        
          8-13

          
            

          

        

        
          
          

        

      


      


       

      With
        respect to any remittance received by the Purchaser on or after the first
        Business Day following the Business Day on which such payment was due, the
        Seller shall pay to the Purchaser interest on any such late payment at an
        annual
        rate equal to the rate of interest as is publicly announced from time to
        time at
        its principal office by JPMorgan Chase Bank, New York, New York, as its prime
        lending rate, adjusted as of the date of each change, plus three percentage
        points, but in no event greater than the maximum amount permitted by applicable
        law. Such interest shall be paid by the Seller to the Purchaser on the date
        such
        late payment is made and shall cover the period commencing with the day
        following such first Business Day and ending with the Business Day on which
        such
        payment is made, both inclusive. Such interest shall be remitted along with
        such
        late payment. The payment by the Seller of any such interest shall not be
        deemed
        an extension of time for payment or a waiver by the Purchaser of any Event
        of
        Default by the Seller.

       

      Subsection
        11.15 Remittance
        Reports.

       

      No
        later
        than the ninth Business Day of each month, the Seller shall furnish to the
        Purchaser or its designee an electronic (which shall be provided in Excel
        format
        and delivered via email to DBWholeLoanOps@List.DB.com)
        and a
        hard copy of the monthly data in the form of report attached hereto as Exhibit
        11. On the Business Day following each Determination Date, the Seller shall
        deliver to the Purchaser or its designee by telecopy (or by such other means
        as
        the Seller and the Purchaser may agree from time to time) an electronic and
        a
        hard copy of the determination data with respect to the related Distribution
        Date, together with such other information with respect to the Mortgage Loans
        as
        the Purchaser may reasonably require to allocate distributions made pursuant
        to
        this Agreement and provide appropriate statements with respect to such
        distributions. On the same date, the Seller shall forward to the Purchaser
        by
        overnight mail a computer readable disk containing the information set forth
        in
        the remittance report with respect to the related Distribution
        Date.

       

      Subsection
        11.16 Statements
        to the Purchaser.

       

      Not
        later
        than fifteen days after each Distribution Date, the Seller shall forward
        to the
        Purchaser or its designee a statement prepared by the Seller setting forth
        the
        status of the Custodial Account as of the close of business on such Distribution
        Date and showing, for the period covered by such statement, the aggregate
        amount
        of deposits into and withdrawals from the Custodial Account of each category
        of
        deposit specified in Subsection 11.04 and each category of withdrawal specified
        in Subsection 11.05.

       

      In
        addition, not more than sixty days after the end of each calendar year, the
        Seller shall furnish to each Person who was the Purchaser at any time during
        such calendar year, (i) as to the aggregate of remittances for the applicable
        portion of such year, an annual statement in accordance with the requirements
        of
        applicable federal income tax law, and (ii) listing of the principal balances
        of
        the Mortgage Loans outstanding at the end of such calendar year.

       


      
        
          
          

        

        
          8-14

          
            

          

        

        
          
          

        

      


      


       

      The
        Seller shall prepare and file any and all tax returns, information statements
        or
        other filings required to be delivered to any governmental taxing authority
        or
        to any Purchaser pursuant to any applicable law with respect to the Mortgage
        Loans and the transactions contemplated hereby. In addition, the Seller shall
        provide the Purchaser with such information concerning the Mortgage Loans
        as is
        necessary for the Purchaser to prepare its federal income tax return as any
        Purchaser may reasonably request from time to time.

       

      Subsection
        11.17 Real
        Estate Owned Reports.

       

      Together
        with the statement furnished pursuant to Subsection 11.13, with respect to
        any
        REO Property, the Seller shall furnish to the Purchaser a statement covering
        the
        Seller’s efforts in connection with the sale of such REO Property and any rental
        of such REO Property incidental to the sale thereof for the previous month,
        together with the operating statement. Such statement shall be accompanied
        by
        such other information as the Purchaser shall reasonably request.

       

      Subsection
        11.18 Liquidation
        Reports.

       

      Upon
        the
        foreclosure sale of any Mortgaged Property or the acquisition thereof pursuant
        to a deed in lieu of foreclosure, the Seller shall submit to the Purchaser
        a
        liquidation report with respect to such Mortgaged Property.

       

      Subsection
        11.19 Assumption
        Agreements.

       

      The
        Seller shall, to the extent it has knowledge of any conveyance or prospective
        conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under any “due-on-sale”
clause applicable thereto; provided, however, that the Seller shall not exercise
        any such rights if prohibited by law from doing so or if the exercise of
        such
        rights would impair or threaten to impair any recovery under the related
        Primary
        Insurance Policy or LPMI Policy, if any. If the Seller reasonably believes
        it is
        unable under applicable law to enforce such “due-on-sale” clause, the Seller
        shall enter into an assumption agreement with the person to whom the Mortgaged
        Property has been conveyed or is proposed to be conveyed, pursuant to which
        such
        person becomes liable under the Mortgage Note and, to the extent permitted
        by
        applicable state law, the Mortgagor remains liable thereon. Where an assumption
        is allowed pursuant to this Subsection 11.19, the Seller, with the prior
        written
        consent of the insurer under the Primary Insurance Policy or LPMI Policy,
        if
        any, is authorized to enter into a substitution of liability agreement with
        the
        person to whom the Mortgaged Property has been conveyed or is proposed to
        be
        conveyed pursuant to which the original Mortgagor is released from liability
        and
        such Person is substituted as Mortgagor and becomes liable under the related
        Mortgage Note. Any such substitution of liability agreement shall be in lieu
        of
        an assumption agreement.

       


      
        
          
          

        

        
          8-15

          
            

          

        

        
          
          

        

      


      


       

      In
        connection with any such assumption or substitution of liability, the Seller
        shall follow the underwriting practices and procedures of prudent mortgage
        lenders in the state in which the related Mortgaged Property is located.
        With
        respect to an assumption or substitution of liability, the Mortgage Interest
        Rate, the amount of the Monthly Payment, and the final maturity date of such
        Mortgage Note may not be changed. The Seller shall notify the Purchaser that
        any
        such substitution of liability or assumption agreement has been completed
        by
        forwarding to the Purchaser the original of any such substitution of liability
        or assumption agreement, which document shall be added to the related Mortgage
        File and shall, for all purposes, be considered a part of such Mortgage File
        to
        the same extent as all other documents and instruments constituting a part
        thereof. Any fee collected by the Seller for entering into an assumption
        or
        substitution of liability agreement shall be additional servicing
        compensation.

       

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

       

      Subsection
        11.20 Satisfaction
        of Mortgages and Release of Mortgage Files.

       

      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Seller of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Seller will immediately notify the Purchaser by a
        certification of a servicing officer of the Seller (a “Servicing Officer”),
        which certification shall include a statement to the effect that all amounts
        received or to be received in connection with such payment which are required
        to
        be deposited in the Custodial Account pursuant to Subsection 11.04 have been
        or
        will be so deposited, and shall request execution of any document necessary
        to
        satisfy the Mortgage Loan and delivery to it of the portion of the Mortgage
        File
        held by the Purchaser or the Purchaser’s designee. Upon receipt of such
        certification and request, the Purchaser, shall promptly release the related
        mortgage documents to the Seller and the Seller shall prepare and process
        any
        satisfaction or release. No expense incurred in connection with any instrument
        of satisfaction or deed of reconveyance shall be chargeable to the Custodial
        Account or the Purchaser.

       

      In
        the
        event the Seller satisfies or releases a Mortgage without having obtained
        payment in full of the indebtedness secured by the Mortgage or should it
        otherwise prejudice any right the Purchaser may have under the mortgage
        instruments, the Seller, upon written demand, shall remit to the Purchaser
        the
        then outstanding principal balance of the related Mortgage Loan by deposit
        thereof in the Custodial Account. The Seller shall maintain the fidelity
        bond
        insuring the Seller against any loss they may sustain with respect to any
        Mortgage Loan not satisfied in accordance with the procedures set forth
        herein.

       


      
        
          
          

        

        
          8-16

          
            

          

        

        
          
          

        

      


      


       

      From
        time
        to time and as appropriate for the servicing of the Mortgage Loan, including
        for
        this purpose collection under any Primary Insurance Policy or LPMI Policy,
        the
        Purchaser shall, upon request of the Seller and delivery to the Purchaser
        of a
        servicing receipt signed by a Servicing Officer, release the requested portion
        of the Mortgage File held by the Purchaser to the Seller. Such servicing
        receipt
        shall obligate the Seller to return the related Mortgage documents to the
        Purchaser when the need therefor by the Seller no longer exists, unless the
        Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
        the
        Mortgage Loan have been deposited in the Custodial Account or the Mortgage
        File
        or such document has been delivered to an attorney, or to a public trustee
        or
        other public official as required by law, for purposes of initiating or pursuing
        legal action or other proceedings for the foreclosure of the Mortgaged Property
        either judicially or non-judicially, and the Seller has delivered to the
        Purchaser a certificate of a Servicing Officer certifying as to the name
        and
        address of the Person to which such Mortgage File or such document was delivered
        and the purpose or purposes of such delivery. Upon receipt of a certificate
        of a
        Servicing Officer stating that such Mortgage Loan was liquidated, the servicing
        receipt shall be released by the Purchaser to the Seller.

       

      Subsection
        11.21 Servicing
        Compensation.

       

      As
        compensation for its services hereunder, the Seller shall be entitled to
        withdraw from the Custodial Account or to retain from payments on the Mortgage
        Loans the amounts provided for as the Seller’s Servicing Fee. Additional
        servicing compensation in the form of assumption fees, as provided in Subsection
        11.19, Prepayment Charges and late payment charges or otherwise shall be
        retained by the Seller to the extent not required to be deposited in the
        Custodial Account. The Seller shall be required to pay all expenses incurred
        by
        it in connection with its servicing activities hereunder and shall not be
        entitled to reimbursement therefor except as specifically provided
        for.

       

      Subsection
        11.22 Notification
        of Adjustments.

       

      On
        each
        Adjustment Date, the Seller shall make interest rate adjustments for each
        Adjustable Rate Mortgage Loan in compliance with the requirements of the
        related
        Mortgage and Mortgage Note. The Seller shall execute and deliver the notices
        required by each Mortgage and Mortgage Note regarding interest rate adjustments.
        The Seller also shall provide timely notification to the Purchaser of all
        applicable data and information regarding such interest rate adjustments
        and the
        Seller’s methods of implementing such interest rate adjustments. Upon the
        discovery by the Seller or the Purchaser that the Seller has failed to adjust
        a
        Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the
        related
        Mortgage Note and Mortgage, the Seller shall immediately deposit in the
        Custodial Account from its own funds the amount of any interest loss caused
        thereby without reimbursement therefor.

       


      
        
          
          

        

        
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      Subsection
        11.23 Statement
        as to Compliance.

       

      The
        Seller will deliver to the Purchaser not later than March 1st
        of each
        year, an Officers’ Certificate (each, an “Annual Statement of Compliance”)
        stating, as to each signatory thereof, that (i) a review of the activities
        of
        the Seller during the preceding year and of performance under this Agreement
        has
        been made under such officers’ supervision and (ii) to the best of such
        officers’ knowledge, based on such review, the Seller has fulfilled all of its
        obligations under this Agreement throughout such year, or, if there has been
        a
        default in the fulfillment of any such obligation, specifying each such default
        known to such officer and the nature and status thereof. Copies of such
        statement shall be provided by the Purchaser to any Person identified as
        a
        prospective purchaser of Mortgage Loans.

       

      Subsection
        11.24 Independent
        Public Accountants’ Servicing Report.

       

      Not
        later
        than February 28th of each year, the Seller at its expense shall cause a
        firm of
        independent public accountants (which may also render other services to the
        Seller) which is a member of the American Institute of Certified Public
        Accountants to furnish a statement (a “USAP Report”) to the Purchaser or its
        designee to the effect that such firm has examined certain documents and
        records
        relating to the servicing of the Mortgage Loans under this Agreement or of
        mortgage loans under pooling and servicing agreements (including the Mortgage
        Loans and this Agreement) substantially similar one to another (such statement
        to have attached thereto a schedule setting forth the pooling and servicing
        agreements covered thereby) and that, on the basis of such examination conducted
        substantially in compliance with the Uniform Single Attestation Program for
        Mortgage Bankers, such firm confirms that such servicing has been conducted
        in
        compliance with such pooling and servicing agreements except for such
        significant exceptions or errors in records that, in the opinion of such
        firm,
        the Uniform Single Attestation Program for Mortgage Bankers requires it to
        report. Copies of such statement shall be provided by the Purchaser to any
        Person identified as a prospective purchaser of the Mortgage Loans.
        Notwithstanding the foregoing, the Seller’s obligation to deliver a USAP Report
        under this Subsection, as to the Seller or any Subservicer, as to any calendar
        year, beginning with the report required in March 2007, shall be satisfied
        if an
        assessment of compliance and attestation report is delivered in compliance
        with
        Subsection 12A.05 for such calendar year with respect to that
        entity.

       

      Subsection
        11.25  Access
        to Certain Documentation.

       

      The
        Seller shall provide to the Office of Thrift Supervision, the FDIC and any
        other
        federal or state banking or insurance regulatory authority that may exercise
        authority over the Purchaser access to the documentation regarding the Mortgage
        Loans serviced by the Seller required by applicable laws and regulations.
        Such
        access shall be afforded without charge, but only upon reasonable request
        and
        during normal business hours at the offices of the Seller. In addition, access
        to the documentation will be provided to the Purchaser and any Person identified
        to the Seller by the Purchaser without charge, upon reasonable request during
        normal business hours at the offices of the Seller.

       


      
        
          
          

        

        
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      Subsection
        11.26 Reports
        and Returns to be Filed by the Seller.

       

      The
        Seller shall file information reports with respect to the receipt of mortgage
        interest received in a trade or business, reports of foreclosures and
        abandonments of any Mortgaged Property and information returns relating to
        cancellation of indebtedness income with respect to any Mortgaged Property
        as
        required by Sections 6050H, 6050J and 6050P of the Code. Such reports shall
        be
        in form and substance sufficient to meet the reporting requirements imposed
        by
        such Sections 6050H, 6050J and 6050P of the Code.

       

      Subsection
        11.27 Reserved.

       

      Subsection
        11.28 Superior
        Liens.

       

      With
        respect to each Second Lien Mortgage Loan, the Seller shall, for the protection
        of the Purchaser’s interest, file (or cause to be filed) of record a request for
        notice of any action by a superior lienholder where permitted by local law
        and
        whenever applicable state law does not require that a junior lienholder be
        named
        as a party defendant in foreclosure proceedings in order to foreclose such
        junior lienholder’s equity of redemption. The Seller shall also notify any
        superior lienholder in writing of the existence of the Mortgage Loan and
        request
        notification of any action (as described below) to be taken against the
        Mortgagor or the Mortgaged Property by the superior lienholder.

       

      If
        the
        Seller is notified that any superior lienholder has accelerated or intends
        to
        accelerate the obligations secured by the superior lien, or has declared
        or
        intends to declare a default under the superior mortgage or the promissory
        note
        secured thereby, or has filed or intends to file an election to have the
        Mortgaged Property sold or foreclosed, the Seller shall take whatever actions
        are necessary to protect the interests of the Purchaser, and/or to preserve
        the
        security of the related Mortgage Loan, subject to any requirements applicable
        to
        real estate mortgage investment conduits pursuant to the Code. The Seller
        shall
        make a Servicing Advance of the funds necessary to cure the default or reinstate
        the superior lien if the Seller determines that such Servicing Advance is
        in the
        best interests of the Purchaser. The Seller shall not make such a Servicing
        Advance except to the extent that it determines in its reasonable good faith
        judgment that such advance will be recoverable from Liquidation Proceeds
        on the
        related Mortgage Loan. The Seller shall thereafter take such action as is
        necessary to recover the amount so advanced.

       

      If
        the
        Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage Loan
        on
        the related Mortgaged Property as of the related Cut-off Date, then the Seller,
        in its capacity as servicer, may consent to the refinancing of the prior
        senior
        lien, provided that the following requirements are met:

       


      
        
          
          

        

        
          8-19

          
            

          

        

        
          
          

        

      


      


       

      1. the
        resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher
        than
        the Combined Loan-to-Value Ratio prior to such refinancing; and

       

      2. the
        interest rate, or, in the case of an adjustable rate existing senior lien,
        the
        maximum interest rate, for the loan evidencing the refinanced senior lien
        is no
        more than 2.0% higher than the interest rate or the maximum interest rate,
        as
        the case may be, on the loan evidencing the existing senior lien immediately
        prior to the date of such refinancing; and

       

      3. the
        loan
        evidencing the refinanced senior lien is not subject to negative
        amortization.

       

      Subsection
        11.29  Compliance
        with REMIC Provisions.

       

      If
        a
        REMIC election has been made with respect to the arrangement under which
        the
        Mortgage Loans and REO Property are held, the Seller shall not take any action,
        cause the REMIC to take any action or fail to take (or fail to cause to be
        taken) any action that, under the REMIC Provisions, if taken or not taken,
        as
        the case may be, could (i) endanger the status of the REMIC as a REMIC or
        (ii)
        result in the imposition of a tax upon the REMIC (including but not limited
        to
        the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the
        Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of
        the Code) unless the Seller has received an Opinion of Counsel (at the expense
        of the party seeking to take such action) to the effect that the contemplated
        action will not endanger such REMIC status or result in the imposition of
        any
        such tax.

       

      Subsection
        11.30 Monthly
        Advances by the Seller.

       

      (a) Not
        later
        than the close of business on the Business Day preceding each Distribution
        Date,
        the Seller shall deposit in the Custodial Account an amount equal to all
        payments not previously advanced by the Seller, whether or not deferred pursuant
        to Section 11.01, of principal (due after the Cut-off Date) and interest
        not
        allocable to the period prior to the Cut-off Date, at the Net Mortgage Interest
        Rate, which were due on a Mortgage Loan and delinquent at the close of business
        on the related Determination Date.

       

      (b) The
        obligation of the Seller to make such Monthly Advances is mandatory,
        notwithstanding any other provision of this Agreement, and, with respect
        to any
        Mortgage Loan or REO Property, shall continue until a Final Recovery
        Determination in connection therewith; provided that, notwithstanding anything
        herein to the contrary, no Monthly Advance shall be required to be made
        hereunder by the Seller if such Monthly Advance would, if made, constitute
        a
        Nonrecoverable Monthly Advance. The determination by the Seller that it has
        made
        a Nonrecoverable Monthly Advance or that any proposed Monthly Advance, if
        made,
        would constitute a Nonrecoverable Monthly Advance, shall be evidenced by
        an
        Officers’ Certificate delivered to the Purchaser.

       

      Subsection
        11.31 Sub-Servicing
        Agreements Between the Seller and Subservicers.

       


      
        
          
          

        

        
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      The
        Seller, as servicer, may arrange for the subservicing of any Mortgage Loan
        by a
        Subservicer pursuant to a Sub-Servicing Agreement; provided that such
        sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
        must provide for the servicing of such Mortgage Loans in a manner consistent
        with Subsection 12A.06 and the servicing arrangements contemplated hereunder.
        Each Subservicer shall be (i) authorized to transact business in the state
        or
        states where the related Mortgaged Properties it is to service are situated,
        if
        and to the extent required by applicable law to enable the Subservicer to
        perform its obligations hereunder and under the Sub-Servicing Agreement and
        (ii)
        a FHLMC or FNMA approved mortgage servicer. Notwithstanding the provisions
        of
        any Sub-Servicing Agreement, any of the provisions of this Agreement relating
        to
        agreements or arrangements between the Seller or a Subservicer or reference
        to
        actions taken through the Seller or otherwise, the Seller shall remain obligated
        and liable to the Purchaser and its successors and assigns for the servicing
        and
        administration of the Mortgage Loans in accordance with the provisions of
        this
        Agreement without diminution of such obligation or liability by virtue of
        such
        Sub-Servicing Agreements or arrangements or by virtue of indemnification
        from
        the Subservicer and to the same extent and under the same terms and conditions
        as if the Seller alone were servicing and administering the Mortgage Loans.
        Every Sub-Servicing Agreement entered into by the Seller shall contain a
        provision giving the successor servicer the option to terminate such agreement
        in the event a successor servicer is appointed. All actions of each Subservicer
        performed pursuant to the related Sub-Servicing Agreement shall be performed
        as
        an agent of the Seller with the same force and effect as if performed directly
        by the Seller.

       

      For
        purposes of this Agreement, the Seller shall be deemed to have received any
        collections, recoveries or payments with respect to the Mortgage Loans that
        are
        received by a Subservicer regardless of whether such payments are remitted
        by
        the Subservicer to the Seller.

       

      Subsection
        11.32 Successor
        Subservicers.

       

      Any
        Sub-Servicing Agreement shall provide that the Seller shall be entitled to
        terminate any Sub-Servicing Agreement and to either itself directly service
        the
        related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor
        Subservicer which qualifies under Subsection 11.31. Any Sub-Servicing Agreement
        shall include the provision that such agreement may be immediately terminated
        by
        any successor to the Seller without fee, in accordance with the terms of
        this
        Agreement, in the event that the Seller (or any successor to the Seller)
        shall,
        for any reason, no longer be the servicer of the related Mortgage Loans
        (including termination due to an Event of Default).

       

      Subsection
        11.33 No
        Contractual Relationship Between Subservicer and Purchaser.

       

      Any
        Sub-Servicing Agreement and any other transactions or services relating to
        the
        Mortgage Loans involving a Subservicer shall be deemed to be between the
        Subservicer and the Seller alone and the Purchaser shall not be deemed a
        party
        thereto and shall have no claims, rights, obligations, duties or liabilities
        with respect to any Subservicer except as set forth in Subsection
        11.34.

       


      
        
          
          

        

        
          8-21

          
            

          

        

        
          
          

        

      


      


       

      Subsection
        11.34 Assumption
        or Termination of Sub-Servicing Agreement by Successor Servicer.

       

      In
        connection with the assumption of the responsibilities, duties and liabilities
        and of the authority, power and rights of the Seller hereunder by a successor
        servicer pursuant to Section 16 of this Agreement, it is understood and agreed
        that the Seller’s rights and obligations under any Sub-Servicing Agreement then
        in force between the Seller and a Subservicer shall be assumed simultaneously
        by
        such successor servicer without act or deed on the part of such successor
        servicer; provided, however, that any successor servicer may terminate the
        Subservicer.

       

      The
        Seller shall, upon the reasonable request of the Purchaser, but at its own
        expense, deliver to the assuming party documents and records relating to
        each
        Sub-Servicing Agreement and an accounting of amounts collected and held by
        it
        and otherwise use its best efforts to effect the orderly and efficient transfer
        of the Sub-Servicing Agreements to the assuming party.

       

      The
        Servicing Fee payable to any such successor servicer shall be payable from
        payments received on the Mortgage Loans in the amount and in the manner set
        forth in this Agreement.

       


      
        
          
          

        

        
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      EXHIBIT
        9

       

      FORM
        OF
        COMMITMENT LETTER

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        10

       

      MORTGAGE
        LOAN DOCUMENTS

       

      With
        respect to each Mortgage Loan set forth on a related Mortgage Loan Schedule,
        the
        Seller shall deliver and release to the Custodian the following
        documents:

       

      1. the
        original Mortgage Note bearing all intervening endorsements necessary to
        show a
        complete chain of endorsements from the original payee to the Seller, endorsed
        in blank, “Pay to the order of _____________, without recourse”, and, if
        previously endorsed, signed in the name of the last endorsee by a duly qualified
        officer of the last endorsee. If the Mortgage Loan was acquired by the last
        endorsee in a merger, the endorsement must be by “[name of last endorsee],
        successor by merger to [name of predecessor]”. If the Mortgage Loan was acquired
        or originated by the last endorsee while doing business under another name,
        the
        endorsement must be by “[name of last endorsee], formerly known as [previous
        name]”;

       

      If
        the
        Seller uses facsimile signatures to endorse Mortgage Notes, the Seller must
        provide in an Officer’s Certificate that the endorsement is valid and
        enforceable in the jurisdiction(s) in which the Mortgaged Properties are
        located
        and must retain in its corporate records the following specific documentation
        authorizing the use of facsimile signatures: (i) a resolution from its board
        of
        directors authorizing specific officers to use facsimile signatures; stating
        that facsimile signatures will be a valid and binding act on the Seller’s part;
        and authorizing the Seller’s corporate secretary to certify the validity of the
        resolution, the names of the officers authorized to execute documents by
        using
        facsimile signatures, and the authenticity of specimen forms of facsimile
        signatures; (ii) the corporate secretary’s certification of the authenticity and
        validity of the board of directors’ resolution; and (iii) a notarized
“certification of facsimile signature,” which includes both the facsimile and
        the original signatures of the signing officer(s) and each officer’s
        certification that the facsimile is a true and correct copy of his or her
        original signature.

       

      2. in
        the
        case of a Mortgage Loan that is not a MERS Mortgage Loan, the original
        Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable
        for recording. The Mortgage shall be assigned, with assignee’s name left blank.
        If the Mortgage Loan was acquired by the last assignee in a merger, the
        Assignment of Mortgage must be made by “[name of last assignee], successor by
        merger to [name of predecessor]”. If the Mortgage Loan was acquired or
        originated by the last assignee while doing business under another name,
        the
        Assignment of Mortgage must be by “[name of last assignee], formerly known as
        [previous name]”;

       

      3. the
        original of any guarantee executed in connection with the Mortgage Note,
        if
        any;

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      4. for
        each
        Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage with
        evidence of recording thereon or, if the original Mortgage with evidence
        of
        recording thereon has not been returned by the public recording office where
        such Mortgage has been delivered for recordation or such Mortgage has been
        lost
        or such public recording office retains the original recorded Mortgage, a
        photocopy of such Mortgage, together with (i) in the case of a delay caused
        by
        the public recording office, an Officer’s Certificate of the title insurer
        insuring the Mortgage stating that such Mortgage has been delivered to the
        appropriate public recording office for recordation and that the original
        recorded Mortgage or a copy of such Mortgage certified by such public recording
        office to be a true and complete copy of the original recorded Mortgage will
        be
        promptly delivered to the Custodian upon receipt thereof by the party delivering
        the Officer’s Certificate or by the Seller; or (ii) in the case of a Mortgage
        where a public recording office retains the original recorded Mortgage or
        in the
        case where a Mortgage is lost after recordation in a public recording office,
        a
        copy of such Mortgage with the recording information thereon certified by
        such
        public recording office to be a true and complete copy of the original recorded
        Mortgage;

       

      5. for
        each
        Mortgage Loan that is a MERS Mortgage Loan, the original Mortgage, noting
        the
        presence of the MIN of the Mortgage Loan and either language indicating that
        the
        Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at
        origination, the original Mortgage and the assignment thereof to MERS, with
        evidence of recording indicated thereon, or a copy of the Mortgage certified
        by
        the public recording office in which such Mortgage has been
        recorded;

       

      6. the
        originals of all assumption, modification, consolidation or extension
        agreements, with evidence of recording thereon, if any;

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

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

       

      9. the
        original lender’s title insurance policy in the form of an ALTA mortgage title
        insurance policy, containing each of the endorsements required by FNMA and
        insuring the Purchaser and its successors and assigns as to the first or
        second
        priority lien of the Mortgage in the original principal amount of the Mortgage
        Loan or, if the original lender’s title insurance policy has not been issued,
        the irrevocable commitment to issue the same; and

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      


      EXHIBIT
        11

      FORM
        OF
        MONTHLY SERVICER’S REPORT

      


      
        	
                Field

              	 	
                Description

              
	
                SELLER_NAME

              	 	
                Name
                  of Seller (available from “Seller Management” module under “Code” field,
                  required field)

              
	
                ME_AS_OF_DATE

              	 	
                Cut
                  off date of report (required field)

              
	
                INV_NUMBER

              	 	
                Investor
                  Number 

              
	
                SERVICER_ID

              	 	
                Servicer
                  loan number

              
	
                SELLER_LOANID

              	 	
                Seller
                  loan number (required field)

              
	
                LNAME

              	 	
                Last
                  name of borrower

              
	
                FNAME

              	 	
                First
                  name of borrower

              
	
                DATE_TRADE_FUND

              	 	
                Date
                  of loan's funding with DB, I.e. date that Deutsche Bank bought
                  the loan
                  from the seller

              
	
                INTEREST_RATE

              	 	
                Gross
                  interest rate on loan as of end of month being reported

              
	
                PRIN_INT_PYMT

              	 	
                P&I
                  on loan as of end of month being reported

              
	
                LIEN

              	 	
                Lien
                  of the loan

              
	
                IO_FLAG1

              	 	
                Optional:
                  Y/N flag for Interest-Only loans (where applicable)

              
	
                BEG_UPB_ACT

              	 	
                Beginning
                  actual balance

              
	
                BEG_UPB_SCH

              	 	
                Beginning
                  scheduled balance

              
	
                END_UPB_ACT

              	 	
                Ending
                  actual balance

              
	
                END_UPB_SCH

              	 	
                Ending
                  scheduled balance

              
	
                PAID_THRU_DATE

              	 	
                Paid
                  through date of the loan (required field)

              
	
                NEXT_DUE_DATE

              	 	
                Next
                  due date at end of month being reported (requried
                  field)

              
	
                DAYS_DELQ

              	 	
                Days
                  delinquent at end of month being reported

              
	
                PIF_DATE

              	 	
                Payoff
                  date (required field)

              
	
                PRIN_AMT_ACT

              	 	
                Actual
                  collected principal remitted to DB

              
	
                PRIN_AMT_SCH

              	 	
                Scheduled
                  principal remitted to DB

              
	
                CURTAILMENT

              	 	
                Curtailment
                  remitted to DB (required field)

              
	
                INT_AMT_ACT

              	 	
                Actual
                  collected interest remitted to DB

              
	
                INT_AMT_SCH

              	 	
                Scheduled
                  interest remitted to DB

              
	
                PREPAY_PENALTY_AMT

              	 	
                PPP
                  remitted to DB

              
	
                SERVICE_FEE_SCH

              	 	
                Service
                  fee charged per loan for the month being reported on a scheduled
                  pool

              
	
                SERVICE_FEE_ACT

              	 	
                Service
                  fee charged per loan for the month being reported on a actual
                  pool

              
	
                STATUS

                 

              	 	
                Status
                  of loan as of end of month being reported; “BKCY” = loan is in bankruptcy
                  (chapter given by “BKCY_CHAPTER” field; “FBRE” = loan is on a forbearance
                  plan; “FCLS” = loan is in foreclousre; “REO” = loan is in REO (required
                  field)

              
	
                BKCY_CHAPTER

              	 	
                Bankruptcy
                  chapter filed

              
	
                BKCY_START_DATE

              	 	
                Bankruptcy
                  start date

              
	
                FCLS_START_DATE

              	 	
                Foreclosure
                  start date

              
	
                REO_TRANSFER_DATE

              	 	
                REO
                  transfer date

              
	
                MISC_ADJ1

              	 	
                Loan
                  level breakdown of any miscellaneous adjustment

              
	
                COMMENT1

              	 	
                Comment
                  describing nature of misc_adj1

              
	
                NON_CASH_MISC_ADJ1

              	 	
                Loan
                  level breakdown of any non cash miscellaneous
                  adjustment

              
	
                COMMENT1

              	 	
                Comment
                  describing nature of non cash misc_adj1

              
	
                MISC_ADJ2

              	 	
                Loan
                  level breakdown of any miscellaneous adjustment

              
	
                COMMENT2

              	 	
                Comment
                  describing nature of misc_adj2

              
	
                NON_CASH_MISC_ADJ2

              	 	
                Loan
                  level breakdown of any non cash miscellaneous
                  adjustment

              
	
                COMMENT2

              	 	
                Comment
                  describing nature of non cash misc_adj1

              
	
                TOT_REMIT

              	 	
                Loan
                  level total amount remitted to DB

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        12

       

      SELLER’S
        UNDERWRITING GUIDELINES


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        13

      


      FORM
        OF
        BACK-UP CERTIFICATION

      


      I
        am the
        _______________________ of INDYMAC BANK, F.S.B. and, in such capacity, the
        officer in charge of the Seller’s responsibility on Exhibit [ ] to the
        Agreement. I hereby certify to [the Purchaser], [the Depositor], and the
        [Master
        Servicer] [Securities Administrator] [Trustee], and their officers, with
        the
        knowledge and intent that they will rely upon this certification,
        that:

      


      (i) I
        have
        reviewed the servicer compliance statement of the Seller provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Seller’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation Report”), and all other data,
        servicing reports, officer’s certificates and information relating to the
        performance of the Seller under the terms of the Agreement during 200[ ]
        that
        were delivered to the [Depositor] [Master Servicer] [Securities Administrator]
        [Trustee] pursuant to the Agreement (collectively, the “Seller Servicing
        Information”);

      


      (ii) Based
        on
        my knowledge, the reports and information comprising the Seller 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 as of the period covered by or the date of such reports or
        information or the date of this certification;

      


      (iii) Based
        on
        my knowledge, all of the Seller Servicing Information required to be provided
        by
        the Seller under the Agreement has been provided to the [Depositor] [Master
        Servicer] [Securities Administrator] [Trustee];

      


      (iv) I
        am
        responsible for reviewing the activities performed by the Seller 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 Seller
        has
        fulfilled its obligations under the Agreement in all material respects;
        and


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      (v) The
        Compliance Statement required to be delivered by the Seller pursuant to the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Seller and by each Subcontractor pursuant to the Agreement,
        have
        been provided to the [Depositor] [Master Servicer]. The Servicing Assessment
        and
        the Attestation Report cover all times of the servicing criteria identified
        on
        Exhibit 14 to the Agreement as applicable to the Seller. Any material instances
        of noncompliance described in such reports have been disclosed to the
        [Depositor] [Master Servicer]. Any material instance of noncompliance with
        the
        Servicing Criteria has been disclosed in such reports. The following material
        instances of noncompliance identified in the Servicing Assessment and the
        Attestation Report relate to the performance or obligations of the Seller under
        the Agreement: ____________ (if none, state “None.”)

      
        
           

          
            
              	 	 	 
	 	
                      
                        
                          
                            
                              INDYMAC
                                BANK, F.S.B.

                              (Seller)

                            

                          

                        

                      

                    
	 
 	 
 	 
 
	 
	By:  	 
                      
	 	Name: 
	  
	 	Title: 	  
	 	Date:	  
	 	
                    
	 


            

          

           

        



      
         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        14

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by [the Seller] [Name of Subservicer]
        shall address, at a minimum, the criteria identified as below as “Applicable
        Servicing Criteria”:

       

      
        


        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria

                
	
                   

                  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.

                	
                  X

                
	
                  1122(d)(1)(ii)

                	
                   

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

                	
                  X

                
	
                  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

                
	
                  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

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria

                
	
                   

                  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

                
	
                  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]

                
	
                  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.

                	 
	
                  1122(d)(4)(ii)

                	
                   

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

                	 
	
                  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.

                	 
	
                  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.

                	
                  X

                
	
                  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.

                	
                  X

                
	
                  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.

                	
                  X

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria

                
	
                   

                  Reference

                	
                   

                  Criteria

                	 
	
                  1122(d)(4)(vii)

                	
                   

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

                	
                  X

                
	
                  1122(d)(4)(viii)

                	
                   

                  Records
                    documenting collection efforts are maintained during the period
                    a 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).

                	
                  X

                
	
                  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.

                	
                  X

                
	
                  1122(d)(4)(x)

                	
                   

                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s 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.

                	
                  X

                
	
                  1122(d)(4)(xi)

                	
                   

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

                	
                  X

                
	
                  1122(d)(4)(xii)

                	
                   

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

                	
                  X

                
	
                  1122(d)(4)(xiii)

                	
                   

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

                	
                  X

                
	
                  1122(d)(4)(xiv)

                	
                   

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

                	
                  X

                
	
                  1122(d)(4)(xv)

                	
                   

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

                	
                  [X]

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        




    

    ATTACHMENT
      3

    


    


    
      	
              Exhibit
                1: Standard File Layout - Master Servicing

            
	 
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	
               

            	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
            	 	 	 
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
            	
            	
            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Exhibit
              2 : Standard
              File Layout - Delinquency Reporting
	 	 	 	 
	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Exhibit 2: Standard
              File Codes - Delinquency
              Reporting


    

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows:

    
      
        	·	ASUM- 	Approved Assumption
	·	BAP-	Borrower Assistance Program
	·	CO-	Charge Off
	·	DIL-	Deed-in-Lieu
	· 	FFA-	Formal Forbearance Agreement
	·	MOD- 	Loan Modification
	·	PRE-	Pre-Sale
	·	SS-	
                Short
                  Sale

              
	·	MISC-	Anything else approved by the PMI
                or Pool
                Insurer


      


     

    NOTE:
      Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field should show the current status of the property code as
      follows:

    
      	 	
              ·

            	
              Mortgagor

            


    

    
      	 	
              ·

            	
              Tenant

            


    

    
      	 	
              ·

            	
              Unknown
                

            


    

    
      	 	·	Vacant


    

     

    The
      Property
      Condition
      field should show the last reported condition of the property as follows:


    
      	 	·	Damaged


      	 	·	Excellent


      	 	·	Fair


      	 	·	Gone


      	 	·	Good


      	 	·	Poor


      	 	·	Special Hazard


      	 	·	Unknown


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field should show the Reason for Delinquency as follows: 

     

    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                Exhibit
                  2: Standard
                  File Codes - Delinquency Reporting, Continued

              

            


    

     

    The
      FNMA
      Delinquent Status Code
      field should show the Status of Default as follows: 

     

    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      3 : Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

    (i) 

     

    (ii) The
      numbers on the 332 form correspond with the numbers listed below.

     

    Liquidation
      and Acquisition Expenses:

    1.    The
      Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required.


     

    2.    The
      Total
      Interest Due less the aggregate amount of servicing fee that would have been
      earned if all delinquent payments had been made as agreed. For documentation,
      an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required.

     

    3.     Accrued
      Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
      as calculated on a monthly basis. For documentation, an Amortization Schedule
      from date of default through liquidation breaking out the net interest and
      servicing fees advanced is required.

     

    4-12.       
      Complete
      as applicable. Required documentation:

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and
      WFB’s approved Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.    The
      total
      of lines 1 through 12.

     

    (iii) Credits:
      

     

    14-21. Complete
      as applicable. Required documentation:

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow
      Agent / Attorney

     

    Letter
      of
      Proceeds
      Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form            

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental proceeds.

     

    Total
      Realized Loss (or Amount of Any Gain)

    
      	 	
              23.

            	
              The
                total derived from subtracting line 22 from 13. If the amount represents
                a
                realized gain, show the amount in parenthesis (
                ).

            


    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                
                  Exhibit
                    3A: Calculation
                    of Realized Loss/Gain Form
                    332

                

              

            


    

     

    Prepared
      by: __________________   Date:
      _______________

     

     

    Phone:
      ______________________ Email Address:_____________________


     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

    Liquidation
      Type: REO Sale  
      3rd
      Party Sale  Short
      Sale Charge
      Off 

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes 
      No

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    
      
        	
                Liquidation
                  and Acquisition Expenses:

              	 	 	 	 	 
	
                (1)
                  Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 	
                $

              	 	 	
                (1)

              
	
                (2)
                  Interest accrued at Net Rate

              	 	 	 	 	
                (2)

              
	
                (3)
                  Accrued Servicing Fees

              	 	 	 	 	
                (3)

              
	
                (4)
                  Attorney's Fees

              	 	 	 	 	
                (4)

              
	
                (5)
                  Taxes (see page 2)

              	 	 	 	 	
                (5)

              
	
                (6)
                  Property Maintenance 

              	 	 	 	 	
                (6)

              
	
                (7)
                  MI/Hazard Insurance Premiums (see page 2)

              	 	 	 	 	
                (7)

              
	
                (8)
                  Utility Expenses

              	 	 	 	 	
                (8)

              
	
                (9)
                  Appraisal/BPO

              	 	 	 	 	
                (9)

              
	
                (10)
                  Property Inspections

              	 	 	 	 	
                (10)

              
	
                (11)
                  FC Costs/Other Legal Expenses

              	 	 	 	 	
                (11)

              
	
                (12)
                  Other (itemize)

              	 	 	 	 	
                (12)

              
	
                Cash
                  for Keys

              	
                 

              	 	 	 	 	
                (12)

              
	
                HOA/Condo
                  Fees

              	
                 

              	 	 	 	 	
                (12)

              
	 	 	 	 	 	 	
                (12)

              
	 	 	 	 	 	 	 
	
                Total
                  Expenses

              	
                 

              	 	
                $

              	 	 	
                (13)

              
	
                Credits:

              	 	 	 	 	 	 
	
                (14)
                  Escrow Balance

              	 	
                $

              	 	 	
                (14)

              
	
                (15)
                  HIP Refund

              	 	 	 	 	
                (15)

              
	
                (16)
                  Rental Receipts

              	 	 	 	 	
                (16)

              
	
                (17)
                  Hazard Loss Proceeds

              	 	 	 	 	
                (17)

              
	
                (18)
                  Primary Mortgage Insurance / Gov’t Insurance

              	 	 	 	 	
                (18a)
                  HUD Part A

              
	 	 	 	 	 	 	
                18b)
                  HUD Part B

              
	
                (19)
                  Pool Insurance Proceeds

              	 	 	 	 	
                (19)

              
	
                (20)
                  Proceeds from Sale of Acquired Property

              	 	 	 	 	
                (20)

              
	
                (21)
                  Other (itemize)

              	 	 	 	 	
                (21)

              
	 	 	 	 	 	 	
                (21)

              
	 	 	 	 	 	 	 
	
                Total
                  Credits

              	
                 

              	 	
                $

              	 	 	
                (22)

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	 	
                $

              	 	 	
                (23)

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Escrow
      Disbursement Detail

    


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      4

    


    EXHIBIT
      14

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    


    The
      assessment of compliance to be delivered by [the Seller] [Name of Subservicer]
      shall address, at a minimum, the criteria identified as below as “Applicable
      Servicing Criteria”:

    


    
      	
              Servicing
                Criteria

            	
              Applicable

              Servicing

              Criteria

            
	
              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.

            	
              X

            
	
              1122(d)(1)(ii)

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

            	
              X

            
	
              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

            
	
              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

            
	 	
              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

            
	
              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

            
	
              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.

            	
              X

            
	
              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.

            	
              X

            
	
              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.

            	
              X

            
	
              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.

            	
              X

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1122(d)(4)(vii)

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

            	
              X

            
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                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).

            	
              X

            
	
              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.

            	
              X

            
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s 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.

            	
              X

            
	
              1122(d)(4)(xi)

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

            	
              X

            
	
              1122(d)(4)(xii)

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

            	
              X

            
	
              1122(d)(4)(xiii)

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

            	
              X

            
	
              1122(d)(4)(xiv)

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

            	
              X

            
	
              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.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
      5

     

     

    ACE
      Securities Corp.

    


    ACE
      Securities Corp. Home Equity Loan Trust, Series 2006-SD3

    


    DB
      Structured Products, Inc.

    


    Deutsche
      Bank National Trust Company

    


    Bear
      Stearns Financial Products Inc.

    


    HSBC
      Bank
      USA, National Association

    


    Luxury
      Mortgage Corp.

    


    Madison
      Equity LLC

    


    Ocwen
      Loan Servicing, LLC

    


    Select
      Portfolio Servicing, Inc.

    


    Washington
      Mutual Bank

    


    Wells
      Fargo Bank, National Association

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

     

    This
      Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made
      and entered into as of November 30, 2006 (the “Closing Date”), among DB
      Structured Products, Inc., having an address at 60 Wall Street, New York, New
      York 10005 (the “Assignor”), ACE Securities Corp., having an address at 6525
      Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211 (the “Assignee”),
      and Select Portfolio Servicing, Inc., having an address at 3815 South West
      Temple, Salt Lake City, Utah 84115-4412 (the “Company”).

     

    In
      consideration of the mutual promises contained herein, the parties hereto agree
      that the residential mortgage loans listed on Attachment
      1
      annexed
      hereto (the “Assigned Loans”), which are now serviced by the Company on behalf
      of the Assignor and its successors and assigns pursuant to the terms of the
      Servicing Agreement, dated as of October 31, 2006, between the Assignor and
      the
      Company (the “Servicing Agreement”), shall be sold by the Assignor to the
      Assignee pursuant to the Mortgage Loan Purchase Agreement dated as of November
      30, 2006 (the “MLPA”) between the Assignor and the Assignee and subject to the
      terms of this AAR Agreement. The Assignee intends to transfer all right, title
      and interest in and to the Assigned Loans to HSBC Bank USA, National
      Association, as trustee (the “Trustee”) for the holders of ACE Securities Corp.
      Home Equity Loan Trust, Series 2006-SD3 Asset Backed Pass-Through Certificates
      (the “Certificateholders”) pursuant to the Pooling and Servicing Agreement,
      dated as of October 31, 2006 (the “Pooling and Servicing Agreement”) among the
      Assignee, as depositor, the Trustee, Ocwen Loan Servicing, LLC as a servicer
      and
      Wells Fargo Bank, N.A., as master servicer (the “Master Servicer”) and
      securities administrator. Capitalized terms used herein but not defined shall
      have the meanings ascribed to them in the Servicing Agreement.

     

    Assignment
      and Assumption

     

    1.  Assignor
      hereby grants, transfers and assigns to Assignee all of the right, title and
      interest of Assignor in, to and under the Servicing Agreement as it relates
      to
      the Assigned Loans from and after the Closing Date. Assignor specifically
      reserves and does not assign to Assignee any right, title and interest in,
      to or
      under any mortgage loans subject to the Servicing Agreement other than the
      Assigned Loans.

     

    Representations,
      Warranties and Covenants

     

    2.  Assignor
      warrants and represents to Assignee and Company as of the Closing
      Date:

     

    (a)  Attached
      hereto as Attachment
      2
      is a
      true and accurate copy of the Servicing Agreement, which agreement is in full
      force and effect as of the Closing Date and the provisions of which have not
      been waived, amended or modified in any respect, nor has any notice of
      termination been given thereunder;

     

    (b)  Assignor
      was the lawful owner of the Assigned Loans with full right to transfer the
      Assigned Loans and any and all of its interests, rights and obligations under
      the Servicing Agreement as they relate to the Assigned Loans, free and clear
      from any and all claims and encumbrances; and upon the transfer of the Assigned
      Loans to Assignee under the MLPA, Assignee shall have good title to each and
      every Assigned Loan, as well as any and all of Assignor’s interests, rights and
      obligations under the Servicing Agreement as they relate to the Assigned Loans,
      free and clear of any and all liens, claims and encumbrances;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)  Assignor
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      acquire, own and sell the Assigned Loans;

     

    (d)  Assignor
      has full corporate power and authority to execute, deliver and perform its
      obligations under this AAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this AAR
      Agreement is in the ordinary course of Assignor’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignor’s certificate of incorporation and by-laws or any legal restriction, or
      any material agreement or instrument to which Assignor is now a party or by
      which it is bound, or result in the violation of any law, rule, regulation,
      order, judgment or decree to which Assignor or its property is subject. The
      execution, delivery and performance by Assignor of this AAR Agreement and the
      consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action on the part of Assignor. This
      AAR
      Agreement has been duly executed and delivered by Assignor and, upon the due
      authorization, execution and delivery by Assignee and Company, will constitute
      the valid and legally binding obligation of Assignor enforceable against
      Assignor in accordance with its terms except as enforceability may be limited
      by
      bankruptcy, reorganization, insolvency, moratorium or other similar laws now
      or
      hereafter in effect relating to creditors’ rights generally, and by general
      principles of equity regardless of whether enforceability is considered in
      a
      proceeding in equity or at law; and

     

    (e)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignor in connection with the execution, delivery or performance by Assignor
      of this AAR Agreement, or the consummation by it of the transactions
      contemplated hereby. Neither Assignor nor anyone acting on its behalf has
      offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans
      or any interest in the Assigned Loans, or solicited any offer to buy or accept
      a
      transfer, pledge or other disposition of the Assigned Loans, or any interest
      in
      the Assigned Loans or otherwise approached or negotiated with respect to the
      Assigned Loans, or any interest in the Assigned Loans 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 which would constitute a
      distribution of the Assigned Loans under the Securities Act of 1933, as amended
      (the “1933 Act”)
      or which
      would render the disposition of the Assigned Loans a violation of Section 5
      of
      the 1933 Act or require registration pursuant thereto. 

     

    3.  Assignee
      warrants and represents to, and covenants with, Assignor and Company as of
      the
      Closing Date:

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

       

    

    (a)  Assignee
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation and has all requisite power and authority
      to
      acquire, own and purchase the Assigned Loans;

     

    (b)  Assignee
      has full corporate power and authority to execute, deliver and perform its
      obligations under this AAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this AAR
      Agreement is in the ordinary course of Assignee’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Assignee’s certificate of incorporation or by-laws or any legal restriction, or
      any material agreement or instrument to which Assignee is now a party or by
      which it is bound, or result in the violation of any law, rule, regulation,
      order, judgment or decree to which Assignee or its property is subject. The
      execution, delivery and performance by Assignee of this AAR Agreement and the
      consummation by it of the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action on the part of Assignee. This
      AAR
      Agreement has been duly executed and delivered by Assignee and, upon the due
      authorization, execution and delivery by Assignor and Company, will constitute
      the valid and legally binding obligation of Assignee enforceable against
      Assignee in accordance with its terms except as enforceability may be limited
      by
      bankruptcy, reorganization, insolvency, moratorium or other similar laws now
      or
      hereafter in effect relating to creditors’ rights generally, and by general
      principles of equity regardless of whether enforceability is considered in
      a
      proceeding in equity or at law;

     

    (c)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Assignee in connection with the execution, delivery or performance by Assignee
      of this AAR Agreement, or the consummation by it of the transactions
      contemplated hereby; and

     

    (d)  Assignee
      agrees to be bound by all of the terms, covenants and conditions of the
      Servicing Agreement with respect to the Assigned Loans, and from and after
      the
      Closing Date, Assignee assumes for the benefit of each of Assignor and Company
      all of Assignor’s obligations thereunder but solely with respect to such
      Assigned Loans.

     

    4.  Company
      warrants and represents to, and covenants with, Assignor and Assignee as of
      the
      Closing Date:

     

    (a)  Attached
      hereto as Attachment
      2
      is a
      true and accurate copy of the Servicing Agreement, which Agreement is in full
      force and effect as of the Closing Date and the provisions of which have not
      been waived, amended or modified in any respect, nor has any notice of
      termination been given thereunder;

     

    (b)  Company
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has all requisite power and authority
      to
      service the Assigned Loans and otherwise to perform its obligations under the
      Servicing Agreement;

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

       

    

    (c)  Company
      has full corporate power and authority to execute, deliver and perform its
      obligations under this AAR Agreement, and to consummate the transactions set
      forth herein. The consummation of the transactions contemplated by this AAR
      Agreement is in the ordinary course of Company’s business and will not conflict
      with, or result in a breach of, any of the terms, conditions or provisions
      of
      Company’s articles of incorporation or by-laws or any legal restriction, or any
      material agreement or instrument to which Company is now a party or by which
      it
      is bound, or result in the violation of any law, rule, regulation, order,
      judgment or decree to which Company or its property is subject. The execution,
      delivery and performance by Company of this AAR Agreement and the consummation
      by it of the transactions contemplated hereby, have been duly authorized by
      all
      necessary corporate action on the part of Company. This AAR Agreement has been
      duly executed and delivered by Company, and, upon the due authorization,
      execution and delivery by Assignor and Assignee, will constitute the valid
      and
      legally binding obligation of Company, enforceable against Company in accordance
      with its terms except as enforceability may be limited by bankruptcy,
      reorganization, insolvency, moratorium or other similar laws now or hereafter
      in
      effect relating to creditors’ rights generally, and by general principles of
      equity regardless of whether enforceability is considered in a proceeding in
      equity or at law;

     

    (d)  No
      consent, approval, order or authorization of, or declaration, filing or
      registration with, any governmental entity is required to be obtained or made
      by
      Company in connection with the execution, delivery or performance by Company
      of
      this AAR Agreement, or the consummation by it of the transactions contemplated
      hereby; 

     

    (e)  The
      representations and warranties made by Company in Section 3.01(b) of the
      Servicing Agreement are true and correct in all material respects as of the
      Closing Date; 

     

    (f)  Company
      shall service the Assigned Loans in accordance with the terms and provisions
      of
      the Servicing Agreement and shall establish a Collection Account and Servicing
      Accounts under the Servicing Agreement with respect to the Assigned Loans
      separate from any Collection Account and Servicing Accounts previously
      established under the Servicing Agreement in favor of Assignor and shall remit
      collections received to such account to the Master Servicer, on behalf of the
      related trust established under the Pooling and Servicing Agreement. The
      Collection Account and Servicing Accounts shall be entitled “Select Portfolio
      Servicing, Inc. as servicer in trust for ACE Securities Corp. Home Equity Loan
      Trust, Series 2006-SD3”; and

     

    (g)  (i)
      No
      default or servicing related performance trigger has occurred as to any other
      securitization due to any act or failure to act of Company; (ii) no material
      noncompliance with applicable servicing criteria as to any other securitization
      has been disclosed or reported by Company; (iii) Company has not been terminated
      as servicer in a residential mortgage loan securitization, either due to a
      servicing default or to application of a servicing performance test or trigger;
      (iv) no material changes to Company’s servicing policies and procedures for
      similar loans has occurred in the preceding three years; (v) there are no
      aspects of Company’s financial condition that could reasonably be expected to
      have a material adverse impact on the performance by Company of its obligations
      hereunder; (vi) there are no legal proceedings pending, or known to be
      contemplated by governmental authorities, against Company that could be material
      to investors in the securities issued; and (vii) there are no affiliations,
      relationships or transactions relating to Company of a type that are described
      under Item 1119 of Regulation AB.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

       

    

    5.  Company
      hereby acknowledges that the Master Servicer has been appointed as the master
      servicer of the Assigned Loans pursuant to the Pooling and Servicing Agreement.
      Company shall deliver all reports and other documents relating to the servicing
      of the Assigned Loans required to be delivered under the Servicing Agreement
      to:

     

    Wells
      Fargo Bank, National Association

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      ACE 2006-SD3

    Telecopier
      No.: (410) 715-2380

     

    Recognition
      of Assignee

     

    6.  From
      and
      after the Closing Date, Company shall recognize Assignee as owner of the
      Assigned Loans and acknowledges that the Assigned Loans will be part of a REMIC,
      and will service the Assigned Loans from and after the Closing Date in
      accordance with the Servicing Agreement but in no event in a manner that would
      (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the
      imposition of a tax upon any REMIC (including but not limited to the tax on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and the
      tax
      on contributions to a REMIC set forth in Section 860G(d) of the Code). It is
      the
      intention of Assignor, Company and Assignee that this AAR Agreement shall be
      binding upon and for the benefit of the respective successors and assigns of
      the
      parties hereto. Neither Company nor Assignor shall amend or agree to amend,
      modify, waive, or otherwise alter any of the terms or provisions of the
      Servicing Agreement which amendment, modification, waiver or other alteration
      would in any way affect the Assigned Loans without the prior written consent
      of
      the Trustee and the Master Servicer. Pursuant to the Pooling and Servicing
      Agreement, the Assignee will assign all of its rights under this AAR Agreement
      to the Trustee for the benefit of the Certificateholders.

     

    Any
      indemnification obligations and other expenses required to be paid by the
      Trustee, as assignee of the Assignee, to the Company under the Servicing
      Agreement, which are not attributable to any actions or inactions by the
      Assignor with respect to the Assigned Loans, shall be obligations of the trust
      fund established under the Pooling and Servicing Agreement and payable out
      of
      the distribution account established under the Pooling and Servicing
      Agreement.
      

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

       

    

    In
      addition, Company hereby acknowledges that from and after the Closing Date,
      the
      Assigned Loans will be subject to the terms and conditions of the Pooling and
      Servicing Agreement pursuant to which the Master Servicer is required to monitor
      the performance by Company of its servicing obligations under the Servicing
      Agreement, and has the right to enforce the obligations of Company under the
      Servicing Agreement with respect to the servicing of the Assigned Loans. Such
      right will include, without limitation, the right to terminate Company under
      the
      Servicing Agreement as provided therein, the right to receive all remittances
      required to be made by Company under the Servicing Agreement, the right to
      receive all monthly reports and other data required to be delivered by Company
      under the Servicing Agreement, the right to examine the books and records of
      Company, indemnification rights, and the right to exercise certain rights of
      consent and approval relating to actions taken by Company. In connection
      therewith, Company hereby agrees to make all remittances required under the
      Servicing Agreement with respect to the Assigned Loans to the Master Servicer
      in
      accordance with the following wire transfer instructions:

     

    Wells
      Fargo Bank, National Association

    ABA
      #
      121000248

    Account
      Name: SAS Clearing Account

    Account
      #
      3970771416

    For
      Further Credit to: ACE Securities Corp., Series 2006-SD3, 

    Account
      Number 50971200

     

    Prepayment
      Penalty Verification.

     

    7.  On
      or
      prior to each Determination Date, the Company shall provide in an electronic
      format reasonably acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this
      Section 7 of the AAR Agreement. The Master Servicer or a third party
      reasonably acceptable to the Master Servicer and the Assignee (the “Verification
      Agent”) will perform such verification duties and will use its best efforts to
      issue its findings in a report (the “Verification Report”) delivered to the
      Master Servicer and the Assignee within ten (10) Business Days following the
      related Remittance Date; provided, however, that if the Verification Agent
      is
      unable to issue the Verification Report within ten (10) Business Days following
      the Remittance Date, the Verification Agent may issue and deliver to the Master
      Servicer and the Assignee the Verification Report upon the completion of its
      verification duties. The Master Servicer shall forward the Verification Report
      to the Company and shall notify the Company if the Master Servicer has
      determined that the Company did not deliver the appropriate Prepayment Charge
      to
      the Master Servicer in accordance with this AAR Agreement. Such written
      notification from the Master Servicer shall include the loan number, prepayment
      penalty code and prepayment penalty amount as calculated by the Master Servicer
      or the Verification Agent, as applicable, of each Assigned Loan for which there
      is a discrepancy. If the Company agrees with the verified amounts, the Company
      shall adjust the immediately succeeding Remittance Report and the amount
      remitted to the Master Servicer with respect to prepayments accordingly. If
      the
      Company disagrees with the determination of the Master Servicer, the Company
      shall use its best efforts to notify the Master Servicer of such disagreement
      and provide the Master Servicer with detailed information to support its
      position within ten (10) Business Days of its receipt of the Verification
      Report. The Company and the Master Servicer shall cooperate to resolve any
      discrepancy on or prior to the immediately succeeding Remittance Date, and
      the
      Company will indicate the effect of such resolution on the related Remittance
      Report and shall adjust the amount remitted with respect to prepayments on
      such
      Remittance Date accordingly.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

       

    

    During
      such time as the Company and the Master Servicer are resolving discrepancies
      with respect to the Prepayment Charges, no payments in respect of any disputed
      Prepayment Charges will be remitted to the Master Servicer for deposit in the
      related distribution account established under the Pooling and Servicing
      Agreement. In connection with such duties, the Master Servicer shall be able
      to
      rely solely on the information provided to it by the Company in accordance
      with
      this Section 7 of the AAR Agreement. The Master Servicer shall not be
      responsible for verifying the accuracy of any of the information provided to
      it
      by the Company.

     

    Notwithstanding
      anything in this AAR Agreement or in the Servicing Agreement to the contrary,
      the Company shall not be liable for waiving any Prepayment Charge under the
      following circumstances: (a) if the related Mortgage Loan is in default or
      foreseeable default and such waiver would, in the reasonable judgment of the
      Company, maximize recovery of total proceeds on the related Mortgage Loan,
      (b)
      if the enforceability of the Prepayment Charge is limited by bankruptcy,
      insolvency, moratorium, receivership or other similar law relating to creditors’
rights generally, (c) if the prepayment is due to acceleration in connection
      with a foreclosure or other involuntary payment, (d) if the enforceability
      of
      the Prepayment Charge is prohibited or restricted by applicable law, or (e)
      if
      the Company has not received, on a timely basis, documentation sufficient to
      allow it to confirm the existence and amount of the Prepayment Charge after
      using reasonable efforts to obtain such documentation.

     

    Modification
      of the Servicing Agreement

     

    8.  Assignor
      and Company hereby amend the Servicing Agreement with respect to the Assigned
      Loans as follows:

     

    (a)  The
      following definitions shall be added to Section 1.01 of the Servicing
      Agreement:

     

    “Arrearages”:
      With
      respect to each Mortgage Loan, the amount, if any, equal to the interest portion
      of the payments due on such Mortgage Loan on or prior to the Cut-off Date but
      not yet received by the Servicer by such date, as shown on the Mortgage Loan
      Schedule.

     

    “Simple
      Interest Mortgage Loan”:
      Any
      Mortgage Loan for which the interest due thereon is calculated based on the
      actual number of days elapsed between the date on which interest was last paid
      through the date on which the most current payment is received and identified
      as
      such on the Mortgage Loan Schedule.

     

    (b)  The
      definition of “Closing Date” in Section 1.01 of the Servicing Agreement is
      hereby deleted in its entirety and replaced with the following:

     

    “Closing
      Date”:
      Shall
      mean November 30, 2006.

     

    (c)  The
      definition of “Cut-off Date” in Section 1.01 of the Servicing Agreement is
      hereby deleted in its entirety and replaced with the following:

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

       

    

    “Cut-off
      Date”:
      Shall
      mean October 31, 2006.

     

    (d)  Section
      4.19 of the Servicing Agreement is hereby deleted in its entirety.

     

    (e)  Section
      4.20 of the Servicing Agreement is hereby deleted in its entirety.

     

    (f)  Section
      5.02 of the Servicing Agreement is hereby amended by adding the following
      sentence to the end of the first paragraph of such Section:

     

    “Any
      Remittance Report delivered by the Servicer pursuant to this Section 5.02 shall
      include the amount collected by the Servicer in respect of Arrearages and
      principal due on the Mortgage Loans prior to the Cut-off Date.”

     

    (g)  Section
      5.03(a) of the Servicing Agreement is hereby deleted in its entirety and
      replaced with the following:

     

    “The
      amount of Advances to be made by the Servicer for any Remittance Date shall
      equal, subject to Section 5.03(d), the sum of (i) the aggregate amount of
      scheduled Monthly Payments (net of the related Servicing Fee), due during the
      related Due Period in respect of the Mortgage Loans other than the Simple
      Interest Mortgage Loans, which scheduled Monthly Payments were delinquent on
      a
      contractual basis as of the Close of Business on the related Determination
      Date;
      provided however, that with respect to any Balloon Mortgage Loan that is
      delinquent on its maturity date, the Servicer will not be required to advance
      the related Balloon Payment but will be required to continue to make Advances
      in
      accordance with this Section 5.03 with respect to such Balloon Mortgage
      Loan in an amount equal to an assumed scheduled principal and interest that
      would otherwise be due based on the original amortization schedule for that
      Balloon Mortgage Loan (with interest at the Net Mortgage Rate), (ii) with
      respect to each REO Property, which REO Property was acquired during or prior
      to
      the related Due Period and as to which REO Property an REO Disposition did
      not
      occur during the related Due Period, an amount equal to the excess, if any,
      of
      the Monthly Payment (with each interest portion thereof net of the related
      Servicing Fee) that would have been due on the related Due Date in respect
      of
      the related Mortgage Loan, over the net income from such REO Property
      transferred to the Collection Account pursuant to Section 4.21 for
      remittance on such Remittance Date and (iii) with respect to each Simple
      Interest Mortgage Loan, the applicable number of days’ interest (net of the
      related Servicing Fees) accruing during the related Due Period on each such
      Simple Interest Mortgage Loan for which the Monthly Payment was due during
      the
      related Due Period which Monthly Payment was delinquent as of the Close of
      Business on the related Determination Date. For purposes of the preceding
      sentence, the Monthly Payment on each Balloon Mortgage Loan with a delinquent
      Balloon Payment is equal to the assumed monthly payment that would have been
      due
      on the related Due Date based on the original principal amortization schedule
      for such Balloon Mortgage Loan.

     

    Notwithstanding
      the generality of the foregoing, for purposes of the Servicer's determination
      of
      whether or not an Advance is required to be made on a Mortgage Loan for which
      the Mortgagor has failed to make one or more Monthly Payments due on such
      Mortgage Loan on or prior to the Cut-off Date, any payment in an amount equal
      to
      a Monthly Payment received by the Servicer during the Due Period relating to
      such Remittance Date shall be deemed to be the Monthly Payment due during such
      Due Period and the Servicer shall not be required to make an Advance with
      respect to such Mortgage Loan. In addition, no portion of such Monthly Payment
      received on such Mortgage Loan will constitute the receipt of an Arrearage
      with
      respect to such Mortgage Loan unless all Monthly Payments required to be made
      on
      such Mortgage Loan for all prior Due Periods occurring subsequent to the Cut-off
      Date have been received by the Servicer.”

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

    

    (h)  Subsection
      7.01(vi) is hereby amended by deleting such subsection in its entirety and
      replacing it with “[Reserved];”

     

    (i)  Exhibit
      E
      of the Servicing Agreement is modified to include the information set forth
      on
Attachment
      3
      hereto.

     

    Miscellaneous

     

    9.  All
      demands, notices and communications related to the Assigned Loans, the Servicing
      Agreement and this AAR Agreement shall be in writing and shall be deemed to
      have
      been duly given if personally delivered at or mailed by registered mail, postage
      prepaid, as follows:

     

    (a)  In
      the
      case of Company,

     

    Select
      Portfolio Servicing, Inc.

    3815
      South West Temple

    Salt
      Lake
      City, Utah 84115-4412

    Attention:
      General Counsel

     

    (b)  In
      the
      case of Assignor,

     

    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attention:
      Susan Valenti

     

    (c)  In
      the
      case of Assignee,

     

    ACE
      Securities Corp.

    6525
      Morrison Boulevard, 

    Suite
      318


    Charlotte,
      North Carolina 28211

    Attention:
      Juliana Johnson

     

    10.  Notwithstanding
      anything to the contrary herein, the Company’s obligation to deliver any
      reports, certificates or other documents to the Master Servicer shall survive
      the termination or expiration of this AAR Agreement.

     

    11.  The
      Company hereby acknowledges that the Master Servicer has been appointed as
      the
      master servicer of the Assigned Loans pursuant to the Pooling and Servicing
      Agreement and therefor has the right to enforce all obligations of the Company
      under the Servicing Agreement. 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

    

    12.  Each
      party will pay any commissions, fees and expenses, including attorney’s fees, it
      has incurred and the Assignor shall pay the fees of its attorneys and the
      reasonable fees of the attorneys of the Assignee in connection with the
      negotiations for, documenting of and closing of the transactions contemplated
      by
      this AAR Agreement.

     

    13.  This
      AAR
      Agreement shall be construed in accordance with the laws of the State of New
      York, without regard to conflicts of law principles (other than 5-1401 or 5-1402
      of the General Obligations Law), and the obligations, rights and remedies of
      the
      parties hereunder shall be determined in accordance with such laws.

     

    14.  No
      term
      or provision of this AAR Agreement may be waived or modified unless such waiver
      or modification is in writing and signed by the party against whom such waiver
      or modification is sought to be enforced.

     

    15.  This
      AAR
      Agreement shall inure to the benefit of the successors and assigns of the
      parties hereto. Any entity into which Assignor, Assignee or Company may be
      merged or consolidated or which succeeds to the business or assets thereof
      shall, without the requirement for any further writing, be deemed Assignor,
      Assignee or Company, respectively, hereunder.

     

    16.  This
      AAR
      Agreement shall survive the conveyance of the Assigned Loans, the assignment
      of
      the Servicing Agreement to the extent of the Assigned Loans by Assignor to
      Assignee, and the termination of the Servicing Agreement.

     

    17.  This
      AAR
      Agreement may be executed simultaneously in any number of counterparts. Each
      counterpart shall be deemed to be an original and all such counterparts shall
      constitute one and the same instrument.

     

    18.  For
      purposes of this AAR Agreement, any Master Servicer shall be considered a third
      party beneficiary to this AAR Agreement entitled to all the related rights
      and
      benefits accruing to any Master Servicer as if it were a direct party to this
      AAR Agreement.

     

    19.  In
      the
      event that any provision of this AAR Agreement conflicts with any provision
      of
      the Servicing Agreement with respect to the Assigned Loans, the terms of this
      AAR Agreement shall control.

     

    20.  A
      copy of
      all assessments, attestations, reports and certifications required to be
      delivered by the Servicer under this AAR Agreement and the Servicing Agreement
      shall be delivered to the Master Servicer, the Assignee and any other parties
      entitled herein or therin to receive such assessments, attestations, reports
      and
      certifications by the date(s) specified herein or therein, and where such
      documents are required to be addressed to any party, such addressees shall
      include the Master Servicer and the Master Servicer shall be entitled to rely
      on
      such documents.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.

     

    DB
      STRUCTURED PRODUCTS, INC.

    Assignor

    


     

    By:
      /s/
      Ernie Calabrese 

    Name:
      Ernie Calabrese

    Title:
      Director 

     

    By:
      /s/
      Susan Valenti

    Name:
      Susan Valenti

    Title:
      Director

     

    ACE
      SECURITIES CORP.

    Assignee

     

     

    By:
      /s/
      Evelyn Echevarria

    Name:
      Evelyn Echevarria

    Title:
      Vice President

     

    


     

    By:
      /s/
      Patricia C. Harris

    Name:
      Patricia C. Harris

    Title:
      Vice President 

     

    SELECT
      PORTFOLIO SERVICING, INC.

    Company

    


     

    By:
      /s/
      Timothy J. O’Brien

    Name:
      Timothy J. O’Brien

    Title:
      EVP of Operations

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGED
      AND AGREED TO:

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer

    


     

    By:
      /s/
      Stacey M. Taylor

    Name:
      Stacey M. Taylor

    Title:
      Vice President

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      1

     

    ASSIGNED
      LOANS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      2

     

    SERVICING
      AGREEMENT


    
      


      
        

        

      

      


      


      SELECT
        PORTFOLIO SERVICING, INC.,

      Servicer

       

      and


       

      DB
        STRUCTURED PRODUCTS, INC.,

      Owner

       

       

      
        
          

        

      

      
        SERVICING
          AGREEMENT 

      

      
        

      

      


       

      


       

      Dated
        as
        of October 31, 2006

       

      Fixed
        Rate and Adjustable Rate

      Mortgage
        Loans

       

      


       

      ACE
        Securities Corp. Home Equity Loan Trust, Series 2006-SD3

       

      
 

       

      
        

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      TABLE
        OF CONTENTS

       

      
        	 	 	
                Page

              
	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                1

              
	
                Section
                  1.01.

              	
                Defined
                  Terms.

              	
                1

              
	
                ARTICLE
                  II

              	
                SERVICING
                  TRANSFER; RECORD TITLE AND POSSESSION OF MORTGAGE LOANS

              	
                12

              
	
                Section
                  2.01.

              	
                Servicing
                  Transfer; Record Title and Possession of Servicing Files.

              	
                12

              
	
                Section
                  2.02.

              	
                Books
                  and Records.

              	
                12

              
	
                Section
                  2.03.

              	
                Transfer
                  of Mortgage Loans.

              	
                12

              
	
                Section
                  2.04.

              	
                Delivery
                  of Documents.

              	
                13

              
	
                ARTICLE
                  III

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                13

              
	
                Section
                  3.01.

              	
                Representations,
                  Warranties and Covenants of the Owner and the Servicer.

              	
                13

              
	
                ARTICLE
                  IV

              	
                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS

              	
                16

              
	
                Section
                  4.01.

              	
                Servicer
                  to Act as Servicer.

              	
                16

              
	
                Section
                  4.02.

              	
                Sub-Servicing
                  Agreements Between Servicer and Subservicers.

              	
                18

              
	
                Section
                  4.03.

              	
                Successor
                  Subservicers.

              	
                19

              
	
                Section
                  4.04.

              	
                Liability
                  of the Servicer.

              	
                19

              
	
                Section
                  4.05.

              	
                No
                  Contractual Relationship Between Subservicers and the
                  Owner.

              	
                20

              
	
                Section
                  4.06.

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Owner.

              	
                20

              
	
                Section
                  4.07.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	
                21

              
	
                Section
                  4.08.

              	
                Sub-Servicing
                  Accounts.

              	
                21

              
	
                Section
                  4.09.

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

              	
                22

              
	
                Section
                  4.10.

              	
                Collection
                  Account.

              	
                23

              
	
                Section
                  4.11.

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              	
                24

              
	
                Section
                  4.12.

              	
                Investment
                  of Funds in the Collection Account and the REO Account.

              	
                25

              
	
                Section
                  4.13.

              	
                Collection
                  Account Statements.

              	
                26

              
	
                Section
                  4.14.

              	
                Maintenance
                  of Hazard Insurance and Errors and Omissions and Fidelity
                  Coverage.

              	
                26

              
	
                Section
                  4.15.

              	
                Enforcement
                  of Due-On-Sale Clauses; Assumption Agreements.

              	
                27

              
	
                Section
                  4.16.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                28

              
	
                Section
                  4.17.

              	
                Release
                  of Mortgage Files.

              	
                30

              
	
                Section
                  4.18.

              	
                Servicing
                  Compensation.

              	
                31

              
	
                Section
                  4.19.

              	
                Statement
                  as to Compliance.

              	
                32

              
	
                Section
                  4.20.

              	
                Independent
                  Public Accountants' Servicing Report.

              	
                32

              
	
                Section
                  4.21.

              	
                Title,
                  Management and Disposition of REO Property.

              	
                33

              
	
                Section
                  4.22.

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest
                  Shortfalls.

              	
                35

              
	
                Section
                  4.23.

              	
                Solicitations.

              	
                36

              
	
                Section
                  4.24.

              	
                Obligations
                  of the Servicer in Respect of Mortgage Rates and Monthly
                  Payments.

              	
                36

              
	
                Section
                  4.25.

              	
                The
                  Servicer Indemnification.

              	
                36

              
	
                Section
                  4.26.

              	
                Certificate
                  Insurer Access.

              	
                37

              
	
                ARTICLE
                  V

              	
                PAYMENTS
                  TO THE OWNER

              	
                37

              
	
                Section
                  5.01.

              	
                Remittances.

              	
                37

              
	
                Section
                  5.02.

              	
                Reports.

              	
                37

              
	
                Section
                  5.03.

              	
                Advances.

              	
                38

              


      

       

      
        
          
          

        

        
          -
            i -

          
            

          

        

        
          
          

        

      

      
        	
                ARTICLE
                  VI

              	
                THE
                  SERVICER

              	
                39

              
	
                Section
                  6.01.

              	
                Liability
                  of the Servicer.

              	
                39

              
	
                Section
                  6.02.

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

              	
                39

              
	
                Section
                  6.03.

              	
                Limitation
                  on Liability of the Servicer and Others.

              	
                40

              
	
                Section
                  6.04.

              	
                Servicer
                  Not to Resign.

              	
                40

              
	
                Section
                  6.05.

              	
                Delegation
                  of Duties.

              	
                41

              
	
                Section
                  6.06.

              	
                Successor
                  to the Servicer.

              	
                42

              
	
                Section
                  6.07.

              	
                Inspection.

              	
                42

              
	
                ARTICLE
                  VII

              	
                DEFAULT

              	
                43

              
	
                Section
                  7.01.

              	
                Events
                  of Default.

              	
                43

              
	
                Section
                  7.02.

              	
                Waiver
                  of Defaults.

              	
                45

              
	
                Section
                  7.03.

              	
                Survivability
                  of Servicer Liabilities.

              	
                45

              
	
                ARTICLE
                  VIII

              	
                TERMINATION

              	
                45

              
	
                Section
                  8.01.

              	
                Termination.

              	
                45

              
	
                Section
                  8.02.

              	
                Removal
                  of Mortgage Loans from Inclusion under this Agreement upon a Whole
                  Loan
                  Transfer or a Securitization Transaction on One or More Reconstitution
                  Dates.

              	
                45

              
	
                ARTICLE
                  IX

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                48

              
	
                Section
                  9.01.

              	
                Amendment.

              	
                48

              
	
                Section
                  9.02.

              	
                Governing
                  Law; Jurisdiction.

              	
                48

              
	
                Section
                  9.03.

              	
                Notices.

              	
                48

              
	
                Section
                  9.04.

              	
                Severability
                  of Provisions.

              	
                48

              
	
                Section
                  9.05.

              	
                Article
                  and Section References.

              	
                49

              
	
                Section
                  9.06.

              	
                Benefits
                  of Agreement.

              	
                49

              
	
                Section
                  9.07.

              	
                Advance
                  Facility.

              	
                49

              
	
                Section
                  9.08.

              	
                Master
                  Servicer.

              	
                50

              
	
                Section
                  9.09.

              	
                Exhibits.

              	
                50

              
	
                Section
                  9.10.

              	
                General
                  Interpretive Principles.

              	
                50

              
	
                Section
                  9.11.

              	
                Reproduction
                  of Documents.

              	
                51

              
	
                Section
                  9.12.

              	
                Counterparts.

              	
                51

              
	
                Section
                  9.13.

              	
                Entire
                  Agreement.

              	
                51

              
	
                Section
                  9.14.

              	
                Confidential
                  Information.

              	
                51

              
	
                ARTICLE
                  X

              	
                COMPLIANCE
                  WITH REGULATION AB.

              	
                51

              
	
                Section
                  10.01.

              	
                Intent
                  of the Parties; Reasonableness.

              	
                51

              
	
                Section
                  10.02.

              	
                Additional
                  Representations and Warranties of the Servicer.

              	
                52

              
	
                Section
                  10.03.

              	
                Information
                  to Be Provided by the Servicer.

              	
                53

              
	
                Section
                  10.04.

              	
                Servicer
                  Compliance Statement.

              	
                56

              
	
                Section
                  10.05.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                56

              
	
                Section
                  10.06.

              	
                Use
                  of Subservicers and Subcontractors.

              	
                57

              
	
                Section
                  10.07.

              	
                Indemnification;
                  Remedies.

              	
                58

              


      


      
        
          
          

        

        
          -
            ii -

          
            

          

        

        
          
          

        

      

      Exhibits:

       

      
        	
                Schedule
                  One

              	
                Mortgage
                  Loan Schedule

              
	 	 
	
                Exhibit
                  A-1

              	
                Request
                  for Release: Wells Fargo

              
	
                Exhibit
                  A-2

              	
                Request
                  for Release: Deutsche Bank National Trust Company

              
	
                Exhibit
                  B

              	
                Form
                  of Annual Certification

              
	
                Exhibit
                  C

              	
                Form
                  of Servicing Account Letter Agreement

              
	
                Exhibit
                  D

              	
                Form
                  of Collection Account Letter Agreement

              
	
                Exhibit
                  E

              	
                Remittance
                  Report

              
	
                Exhibit
                  F

              	
                Servicing
                  Criteria to be Addressed in Assessment of
                  Compliance

              


      


      
        
          
          

        

        
          -
            iii -

          
            

          

        

        
          
          

        

      

      This
        Servicing Agreement is dated as of October 31, 2006 (the “Agreement”), between
        SELECT PORTFOLIO SERVICING, INC. as servicer (the “Servicer”) and DB STRUCTURED
        PRODUCTS, INC. as owner (the “Owner”).

       

      PRELIMINARY
        STATEMENT:

       

      WHEREAS,
        the Owner has purchased certain mortgage loans (“Mortgage Loans”) pursuant to
        the terms of certain mortgage loan purchase agreements between the Owner
        and
        certain third party sellers on a servicing-released basis;

       

      WHEREAS,
        the Owner owns the servicing rights to the mortgage loans and the Servicer
        and
        the Owner have agreed that the Servicer shall service the Mortgage Loans
        on
        behalf of the Owner commencing on the Closing Date, and the parties hereto
        desire to provide the mechanics of such servicing by the Servicer.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants made herein, and for
        other
        good and valuable consideration the receipt and sufficiency of which is hereby
        acknowledged, the parties hereto hereby agree as follows:

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01. Defined
        Terms.

       

      Whenever
        used in this Agreement or in the Preliminary Statement, the following words
        and
        phrases, unless the context otherwise requires, shall have the meanings
        specified in this Article.

       

      “Advance”:
        As to any Mortgage Loan or REO Property, any advance made by the Servicer
        in
        respect of any Remittance Date pursuant to Section 5.03.

       

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

       

      “Agreement”:
        This Servicing Agreement and all amendments hereof and supplements
        hereto.

       

      “Assignment”:
        An assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form, which is sufficient under the laws of the jurisdiction wherein
        the related Mortgaged Property is located to reflect or record the sale of
        the
        Mortgage.

       

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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

       

      “Bankruptcy
        Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
        as amended.

       

      “Business
        Day”: Any day other than a Saturday, a Sunday or a day on which banking or
        savings institutions in the State of Delaware, Maryland, Minnesota, New York
        or
        Utah are authorized or obligated by law or executive order to be
        closed.

       

      “Close
        of
        Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
        time).

       

      “Closing
        Date”: The date or dates set forth in the related pricing letter on which the
        Servicer from time to time shall begin servicing the Mortgage Loans listed
        on
        the related Mortgage Loan Schedule.

       

      “Code”:
        The Internal Revenue Code of 1986, as amended.

       

      “Collection
        Account”: A separate, segregated account or accounts created and maintained by
        the Servicer pursuant to Section 4.10, which shall be entitled “Select
        Portfolio Servicing, Inc., as Servicer, in trust for [Owner],” which must be an
        Eligible Account.

       

      “Commission”:
        The United States Securities and Exchange Commission.

       

      “Compensating
        Interest”: As defined in Section 4.22 hereof.

       

      “Custodial
        Agreement”: The agreement governing the retention of the originals of the
        related Mortgage Loan Documents.

       

      “Custodian”:
        Wells Fargo Bank, National Association, or any successor thereto or Deutsche
        Bank National Trust Company, or any successor thereto, as
        applicable.

       

      “Cut-off
        Date”: With respect to each Mortgage Loan, the date or dates set forth in the
        related pricing letter.

       

      “Delinquent”:
        With respect to any Mortgage Loan and related Monthly Payment, the Monthly
        Payment due on a Due Date which is not made by the Close of Business on the
        next
        scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
        60 or
        more days Delinquent if the Monthly Payment due on a Due Date is not made
        by the
        Close of Business on the second scheduled Due Date after such Due
        Date.

       

      “Depositor”:
        The
        depositor, as such term is defined in Regulation AB, with respect to any
        Securitization Transaction.

       


      
        
          
          

        

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

       

      “Directly
        Operate”: With respect to any REO Property, the furnishing or rendering of
        services to the tenants thereof, the management or operation of such REO
        Property, the holding of such REO Property primarily for sale to customers,
        the
        performance of any construction work thereon or any use of such REO Property
        in
        a trade or business conducted by the Servicer other than through a
        Subcontractor; provided, however, that the Servicer shall not be considered
        to
        Directly Operate an REO Property solely because the Servicer establishes
        rental
        terms, chooses tenants, enters into or renews leases, deals with taxes and
        insurance, or makes decisions as to repairs or capital expenditures with
        respect
        to such REO Property.

       

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

       

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

       

      “Eligible
        Account”: Any of (i) an account or accounts maintained with a federal or state
        chartered depository institution or trust company the short-term unsecured
        debt
        obligations of which (or, in the case of a depository institution or trust
        company that is the principal subsidiary of a holding company, the short-term
        unsecured debt obligations of such holding company) are rated A-1 by S&P and
        P-1 by Moody's (or comparable ratings if S&P and Moody's are not the Rating
        Agencies) at the time any amounts are held on deposit therein, (ii) an account
        or accounts the deposits in which are fully insured by the FDIC (to the limits
        established by such corporation), the uninsured deposits in which account
        are
        otherwise secured such that, as evidenced by an Opinion of Counsel delivered
        to
        the Owner, the Owner will have a claim with respect to the funds in such
        account
        or a perfected first priority security interest against such collateral (which
        shall be limited to Permitted Investments) securing such funds that is superior
        to claims of any other depositors or creditors of the depository institution
        with which such account is maintained or (iii) a trust account or accounts
        maintained with the trust department of a federal or state chartered depository
        institution, national banking association or trust company acting in its
        fiduciary capacity. Eligible Accounts may bear interest.

       

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

       

      “Escrow
        Payments”: The amounts constituting ground rents, taxes, assessments, water
        rates, fire and hazard insurance premiums and other payments required to
        be
        escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
        Loan.

       

      “Event
        of
        Default”: One or more of the events described in Section 7.01
        hereof.

       

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

       

      “Fannie
        Mae”: Federal National Mortgage Association or any successor
        thereto.


      
        
          
          

        

        
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      “FDIC”:
        Federal Deposit Insurance Corporation or any successor thereto.

       

      “Final
        Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
        Property, a determination made by the Servicer that all Insurance Proceeds,
        Liquidation Proceeds and other payments or recoveries which the Servicer,
        in its
        reasonable good faith judgment, expects to be finally recoverable in respect
        thereof have been so recovered. The Servicer shall maintain records, prepared
        by
        a Servicing Officer, of each Final Recovery Determination made
        thereby.

       

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

       

      “HUD”:
        The United States Department of Housing and Urban Development or any successor
        thereto.

       

      “Independent”:
        When used with respect to any specified Person, any such Person who (a) is
        in
        fact independent of the Servicer and its respective Affiliates, (b) does
        not
        have any direct financial interest in or any material indirect financial
        interest in the Servicer or any Affiliate thereof, and (c) is not connected
        with
        the Servicer or any Affiliate thereof as an officer, employee, promoter,
        underwriter, trustee, partner, director or Person performing similar functions;
        provided, however, that a Person shall not fail to be Independent of the
        Servicer or any Affiliate thereof merely because such Person is the beneficial
        owner of 1% or less of any class of securities issued by the Servicer or
        any
        Affiliate thereof, as the case may be.

       

      “Insurance
        Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
        covering a Mortgage Loan and received in or prior to the month of charge
        off, to
        the extent such proceeds are received by the Servicer.

       

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

       

      “Liquidated
        Mortgage Loan”: As to any Remittance Date, any Mortgage Loan in respect of which
        the Servicer has determined, in accordance with the servicing procedures
        specified herein, as of the end of the related Prepayment Period, that all
        Liquidation Proceeds which it expects to recover with respect to the liquidation
        of the Mortgage Loan or disposition of the related REO Property have been
        recovered.

       

      “Liquidation
        Proceeds”: The amount (other than amounts received in respect of the rental of
        any REO Property prior to REO Disposition) received by the Servicer in
        connection with (i) the taking of all or a part of a Mortgaged Property by
        exercise of the power of eminent domain or condemnation, (ii) the liquidation
        of
        a defaulted Mortgage Loan by means of a trustee's sale, foreclosure sale
        or
        otherwise or (iii) the sale of an REO Property pursuant to or as contemplated
        by
        Section 4.21.


      
        
          
          

        

        
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      “Master
        Servicer”: With respect to any Securitization Transaction, the “master
        servicer,” if any, identified in the related transaction documents.

       

      “Monthly
        Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
        principal and interest on such Mortgage Loan which is payable by the related
        Mortgagor from time to time under the related Mortgage Note.

       

      “Moody's”:
        Moody's Investors Service, Inc., or its successor in interest.

       

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

       

      “Mortgage
        Loan File”: The mortgage loan documents held by the related Custodian for the
        benefit of the Owner.

       

      “Mortgage
        Loan”: An individual Mortgage Loan subject to the terms of this Agreement and
        identified on the Mortgage Loan Schedule attached hereto as Schedule
        One.

       

      “Mortgage
        Loan Schedule”: The list of Mortgage Loans subject to this Agreement and
        identified on the schedule attached hereto as Schedule One.

       

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

       

      “Mortgage
        Rate”: With respect to each Mortgage Loan, the rate set forth in the related
        Mortgage Note.

       

      “Mortgaged
        Property”: The underlying property securing a Mortgage Loan, including any REO
        Property, consisting of a fee simple estate in a parcel of real property
        improved by a Residential Dwelling.

       

      “Mortgagor”:
        The obligor on a Mortgage Note.

       

      “Net
        Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
        disposition of related Mortgaged Property (including REO Property), the related
        Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
        Servicing Fees and any other accrued and unpaid servicing fees or ancillary
        income received in or prior to the month of charge-off and retained in
        connection with the liquidation of such Mortgage Loan or Mortgaged
        Property.

       

      “Net
        Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
        as of any date of determination, a per annum rate of interest equal to the
        then
        applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
        Rate.

       

      “New
        Lease”: Any lease of REO Property entered into on behalf of the Owner, including
        any lease renewed or extended on behalf of the Owner.


      
        
          
          

        

        
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      “Nonrecoverable
        Advance”: Any Advance or Servicing Advance previously made or proposed to be
        made in respect of a Mortgage Loan or REO Property that, in the good faith
        business judgment of the Servicer, will not be ultimately recoverable from
        Late
        Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage
        Loan or
        REO Property as provided herein.

       

      “Officers'
        Certificate”: A certificate signed by the Chairman of the Board, the Vice
        Chairman of the Board, the President or a vice president (however denominated),
        and by the Treasurer, the Secretary, or one of the assistant treasurers or
        assistant secretaries of the Servicer.

       

      “Opinion
        of Counsel”: A written opinion of counsel, who may, without limitation, be a
        salaried counsel for the Servicer, acceptable to the Owner.

       

      “Permitted
        Investments”: Any one or more of the following obligations or securities
        acquired at a purchase price of not greater than par, regardless of whether
        issued or managed by the Servicer or any of its respective
        Affiliates:

       

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

       

      (ii) (A) demand
        and time deposits in, certificates of deposit of, bankers' acceptances issued
        by
        or federal funds sold by any depository institution or trust company (including
        the Owner or its agent acting in their respective commercial capacities)
        incorporated under the laws of the United States of America or any state
        thereof
        and subject to supervision and examination by federal and/or state authorities,
        so long as, at the time of such investment or contractual commitment providing
        for such investment, such depository institution or trust company (or, if
        the
        only Rating Agency is S&P, in the case of the principal depository
        institution in a depository institution holding company, debt obligations
        of the
        depository institution holding company) or its ultimate parent has a short-term
        uninsured debt rating in one of the two highest available ratings of Moody's
        and
        the highest available rating category of S&P and provided that each such
        investment has an original maturity of no more than 365 days; and provided
        further that, if the only Rating Agency is S&P and if the depository or
        trust company is a principal subsidiary of a bank holding company and the
        debt
        obligations of such subsidiary are not separately rated, the applicable rating
        shall be that of the bank holding company; and, provided further that, if
        the
        original maturity of such short- term obligations of a domestic branch of
        a
        foreign depository institution or trust company shall exceed 30 days, the
        short-term rating of such institution shall be A-1 in the case of S&P if
        S&P is the Rating Agency; and (B) any other demand or time deposit or
        deposit which is fully insured by the FDIC;

       

      (iii) repurchase
        obligations with a term not to exceed 30 days with respect to any security
        described in clause (i) above and entered into with a depository institution
        or
        trust company (acting as principal) rated P-1 by Moody's and rated A-1 or
        higher
        by S&P, provided, however, that collateral transferred pursuant to such
        repurchase obligation must be of the type described in clause (i) above and
        must
        (A) be valued daily at current market prices plus accrued interest, (B) pursuant
        to such valuation, be equal, at all times, to 105% of the cash transferred
        by
        the Owner in exchange for such collateral and (C) be delivered to the Owner
        or,
        if the Owner is supplying the collateral, an agent for the Owner, in such
        a
        manner as to accomplish perfection of a security interest in the collateral
        by
        possession of certificated securities;


      
        
          
          

        

        
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      (iv) securities
        bearing interest or sold at a discount that are issued by any corporation
        incorporated under the laws of the United States of America or any State
        thereof
        and that are rated by a Rating Agency in its highest long-term unsecured
        rating
        category at the time of such investment or contractual commitment providing
        for
        such investment;

       

      (v) commercial
        paper (including both non-interest-bearing discount obligations and
        interest-bearing obligations payable on demand or on a specified date not
        more
        than 30 days after the date of acquisition thereof) that is rated by a Rating
        Agency in its highest short-term unsecured debt rating available at the time
        of
        such investment; and

       

      (vi) units
        of
        money market funds that have been rated “Aaa” by Moody's and “AAA” by
        S&P.

       

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

       

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

       

      “Prepayment
        Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
        in connection with a full or partial prepayment of such Mortgage Loan in
        accordance with the terms thereof.

       

      “Prepayment
        Interest Excess”: With respect to any Remittance Date, for each Mortgage Loan
        that was the subject of a voluntary Principal Prepayment in full during the
        portion of the related Prepayment Period occurring between the first day
        of the
        calendar month in which such Remittance Date occurs and the last day of such
        Prepayment Period, an amount equal to interest (to the extent received) at
        the
        applicable Net Mortgage Rate on the amount of such Principal Prepayment for
        the
        number of days commencing on the first day of the calendar month in which
        such
        Remittance Date occurs and ending on the date on which such prepayment is
        so
        applied.

       

      “Prepayment
        Interest Shortfall”: With respect to any Remittance Date, for each Mortgage Loan
        that was the subject of a voluntary Principal Prepayment in full by or on
        behalf
        of the applicable Mortgagor during the portion of the related Prepayment
        Period
        occurring between the first day of such Prepayment Period and the last day
        of
        the calendar month preceding the calendar month in which such Remittance
        Date
        occurs, an amount equal to interest at the applicable Net Mortgage Rate on
        the
        amount of such Principal Prepayment for the number of days commencing on
        the
        date on which the prepayment is applied and ending on the last day of the
        calendar month preceding the calendar month in which such Remittance Date
        occurs. The obligations of the Servicer in respect of any Prepayment Interest
        Shortfall are set forth in Section 4.22.


      
        
          
          

        

        
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      “Prepayment
        Period”: With respect to any Remittance Date and prepayments in full, the period
        commencing on the sixteenth (16th)
        day in
        the calendar month preceding the calendar month in which such Remittance
        Date
        occurs and ending on the fifteenth (15th)
        day in
        the calendar month in which such Remittance Date occurs. With respect to
        any
        Remittance Date and prepayments in part, the calendar month prior to such
        Remittance Date. 

       

      “Principal
        Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
        which is received in advance of its scheduled Due Date and which is not
        accompanied by an amount of interest representing the full amount of scheduled
        interest due on any Due Date in any Due Period or Due Periods subsequent
        to the
        month of prepayment.

       

      “Rating
        Agency or Rating Agencies”: Moody's and S&P or their successors. If such
        agencies or their successors are no longer in existence, “Rating Agencies” shall
        be such nationally recognized statistical rating agencies.

       

      “Realized
        Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
        equal to the portion of the Unpaid Principal Balance after application of
        all
        Net Liquidation Proceeds in respect of such Mortgage Loan.

       

      “Reconstitution”:
        Any Securitization Transaction or Whole Loan Transfer.

       

      “Reconstitution
        Agreements”: The agreement or agreements entered into by the Servicer and the
        Owner and/or certain third parties on the Reconstitution Date or Dates with
        respect to any or all of the Mortgage Loans serviced hereunder, in connection
        with a Whole Loan Transfer or a Securitization Transaction as provided in
        Section 8.02.

       

      “Reconstitution
        Date”: The date or dates on which any or all of the Mortgage Loans serviced
        under this Agreement shall be removed from this Agreement and reconstituted
        as
        part of a Whole Loan Transfer or Pass-Through Transfer pursuant to Section
        8.02
        hereof. 

       

      “Refinanced
        Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
        the related Mortgaged Property.

       

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


      
        
          
          

        

        
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      “Relief
        Act”: The Servicemembers’ Civil Relief Act, as amended.

       

      “Relief
        Act Interest Shortfall”: With respect to any Remittance Date, for any Mortgage
        Loan with respect to which there has been a reduction in the amount of interest
        collectible thereon for the most recently ended Due Period as a result of
        the
        application of the Relief Act or similar state or local law, the amount by
        which
        (i) interest collectible on such Mortgage Loan during such Due Period is
        less
        than (ii) one month's interest on the Unpaid Principal Balance of such Mortgage
        Loan at the Mortgage Rate for such Mortgage Loan before giving effect to
        the
        application of the Relief Act or similar state or local law.

       

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

       

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

       

      “Remittance
        Date”: The
        eighteenth (18th)
        day of
        each month, or if such day is not a Business Day, the first Business Day
        preceding such date.

       

      “Remittance
        Report”: A report prepared by the Servicer and delivered to the Owner pursuant
        to Section 5.02, in the form of Exhibit E attached hereto.

       

      “Rents
        from Real Property”: With respect to any REO Property, gross income of the
        character described in Section 856(d) of the Code.

       

      “REO
        Account”: The account or accounts maintained by the Servicer in respect of an
        REO Property pursuant to Section 4.21.

       

      “REO
        Disposition”: The sale or other disposition of an REO Property on behalf of the
        Owner.

       

      “REO
        Property”: A Mortgaged Property acquired by the Servicer on behalf of the Owner
        through foreclosure or deed-in-lieu of foreclosure, as described in
        Section 4.21.

       

      “Request
        for Release”: A release signed by a Servicing Officer, in the form of Exhibit A
        attached hereto.

       

      “Residential
        Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
        detached two- to four-family dwelling, (iii) a one-family dwelling unit in
        a
        Fannie Mae eligible condominium project, (iv) a manufactured home, or (v)
        a
        detached one-family dwelling in a planned unit development, none of which
        is a
        co-operative or mobile home.

       

      “S&P”:
        Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
        Inc., or its successor in interest.


      
        
          
          

        

        
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      “Sarbanes-Oxley
        Act”: The Sarbanes-Oxley Act of 2002, as amended from time to time.

       

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

       

      “Securitization
        Transaction”: Any transaction involving either (1) a sale or other transfer of
        some or all of the Mortgage Loans directly or indirectly to an issuing entity
        in
        connection with an issuance of publicly offered or privately placed, rated
        or
        unrated mortgage-backed securities or (2) an issuance of publicly offered
        or
        privately placed, rated or unrated securities, the payments on which are
        determined primarily by reference to one or more portfolios of residential
        mortgage loans consisting, in whole or in part, of some or all of the Mortgage
        Loans.

       

      “Servicer”:
        Select Portfolio Servicing, Inc., a Utah corporation, or any successor servicer
        appointed as herein provided, in its capacity as Servicer
        hereunder.

       

      “Servicer
        Information”: As defined in Section 10.07(a).

       

      “Servicer
        Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
        respect of any waived Prepayment Charges pursuant to Sections 4.01 or
        4.10.

       

      “Servicing
        Account”: The account or accounts created and maintained pursuant to
        Section 4.09.

       

      “Servicing
        Advances”: All customary, reasonable and necessary “out-of-pocket” costs and
        expenses (including reasonable attorneys' fees and expenses) incurred by
        the
        Servicer in the performance of its servicing obligations, including, but
        not
        limited to, the cost of (i) the preservation, restoration, inspection and
        protection of the Mortgaged Property, (ii) any enforcement or judicial
        proceedings, including foreclosures, (iii) the management and liquidation
        of the
        REO Property, (iv) compliance with the obligations under Sections 4.01, 4.09,
        4.14, 4.15, 4.16, and 4.21, (v) obtaining broker price opinions, and (vi)
        locating missing Mortgage Loan documents.

       

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

       

      “Servicing
        Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
        equal to the Servicing Fee Rate accrued for such month (or in the event of
        any
        Principal Prepayment in full made by the Mortgagor during such month, the
        Servicing Fee Rate accrued for the number of days covered by the payment
        of
        interest accompanying the Principal Prepayment in full), on the same principal
        amount on which interest on such Mortgage Loan accrues for such month. A
        portion
        of such Servicing Fee may be retained by any Subservicer as its servicing
        compensation.

       

      “Servicing
        Fee Rate”: 0.40% per annum.


      
        
          
          

        

        
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      “Servicing
        File”: The documents pertaining to each Mortgage Loan, which are delivered to
        the Servicer in connection with the servicing of the Mortgage Loans, as well
        as
        any documents and information accumulated by Servicer in its role as
        servicer.

       

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

       

      “Servicing
        Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the
        Servicer or its designee in connection with the transfer of servicing from
        a
        predecessor servicer, including, without limitation, any reasonable costs
        or
        expenses associated with the complete transfer of all servicing data and
        the
        completion, correction or manipulation of such servicing data as may be required
        by the Servicer or its designee to correct any errors or insufficiencies
        in the
        servicing data or otherwise to enable the Servicer or its designee (or any
        successor servicer appointed pursuant to Section 6.06) to service the
        Mortgage Loans properly and effectively.

       

      “Subcontractor”:
        Any vendor, subcontractor or other Person that is not responsible for the
        overall servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        Mortgage Loans under the direction or authority of the Servicer or a
        Subservicer.

       

      “Subservicer”:
        Any Person that services Mortgage Loans on behalf of the Servicer or any
        Subservicer and is responsible for the performance (whether directly or through
        Subservicers or Subcontractors) of a substantial portion of the material
        servicing functions required to be performed by the Servicer under this
        Agreement or any Reconstitution Agreement that are identified in Item 1122(d)
        of
        Regulation AB.

       

      “Sub-Servicing
        Account”: An account established by a Subservicer which meets the requirements
        set forth in Section 4.08 and is otherwise acceptable to the
        Servicer.

       

      “Sub-Servicing
        Agreement”: The written contract between the Servicer and a Subservicer relating
        to servicing and administration of certain Mortgage Loans as provided in
        Section 4.02.

       

      “Uninsured
        Cause”: Any cause of damage to a Mortgaged Property such that the complete
        restoration of such property is not fully reimbursable by the hazard insurance
        policies required to be maintained pursuant to Section 4.14.

       

      “Unpaid
        Principal Balance”: As to each Mortgage Loan on any date of determination, the
        unpaid principal balance of the Mortgage Loan.

       

      “Whole
        Loan Transfer”: Any sale or transfer of some or all of the Mortgage Loans, other
        than a Securitization Transaction.


      
        
          
          

        

        
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      ARTICLE
        II

       

      SERVICING
        TRANSFER;

      RECORD
        TITLE AND POSSESSION OF MORTGAGE LOANS

       

      Section
        2.01. Servicing
        Transfer; Record Title and Possession of Servicing Files.

       

      With
        respect to each Mortgage Loan to be serviced hereunder, the Owner shall deliver
        to the Servicer the Mortgage Loan Schedule not later than the Cut-off
        Date.

       

      The
        Owner
        shall cause the prior servicer of the Mortgage Loans to transfer the servicing
        with respect thereto to the Servicer in a manner which complies with the
        Real
        Estate Settlement Procedures Act (RESPA) and which allows the Servicer to
        board
        and service the Mortgage Loans in accordance with this Agreement.

       

      Record
        title to the Mortgage Loans shall be retained by the Owner, and possession
        of
        any Servicing Files delivered to the Servicer shall be held in trust for
        the
        Owner as the owner thereof, for the sole purpose of servicing the Mortgage
        Loans. The ownership of each Mortgage Loan, including the Mortgage Note,
        the
        Mortgage, the Mortgage Loan Documents, the contents of the related Servicing
        File, the servicing rights and all rights, benefits, proceeds and obligations
        arising therefrom or in connection therewith, is vested in the Owner. All
        rights
        arising out of the Mortgage Loans including, but not limited to, all funds
        received on or in connection with the Mortgage Loans and all records or
        documents with respect to the Mortgage Loans prepared by or which come into
        the
        possession of the Servicer shall be received and held by the Servicer in
        trust
        for the benefit of the Owner as the owner of the Mortgage Loans. Any portion
        of
        the Servicing Files held by the Servicer shall be segregated from the other
        books and records of the Servicer and shall be appropriately marked to clearly
        reflect the ownership of the Mortgage Loans by the Owner. The Servicer shall
        release its custody of the contents of the Servicing Files only in accordance
        with written instructions of the Owner, except when such release is required
        as
        incidental to the Servicer's servicing of the Mortgage Loans. Except as provided
        herein, the original Mortgage Loan File for each Mortgage Loan shall be retained
        by the applicable Custodian pursuant to the applicable Custodial Agreement.
        Any
        fees and expenses of a Custodian shall be payable by the Owner from its
        funds.

       

      Section
        2.02. Books
        and Records.

       

      The
        Servicer shall be responsible for maintaining, and shall maintain, a complete
        set of books and records for the Mortgage Loans which shall be clearly marked
        to
        reflect the ownership of the Mortgage Loans by the Owner.

       

      Section
        2.03. Transfer
        of Mortgage Loans.

       

      The
        Owner
        shall have the right to assign its interest under this Agreement with respect
        to
        the Mortgage Loans, and designate any person to exercise any rights of the
        Owner
        hereunder, and the assignee or designee shall accede to the rights and
        obligations hereunder of the Owner with respect to such Mortgage Loans;
        provided, however, that the consent of the Servicer shall be required (which
        consent shall not be unreasonably withheld) before the Owner may assign interest
        under this Agreement as set forth in this Section 2.03 to any person other
        than a trustee in connection with a Securitization Transaction. All references
        to the Owner shall be deemed to include its assignee or
        designee.


      
        
          
          

        

        
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      Section
        2.04. Delivery
        of Documents.

       

      The
        Servicer shall forward to the applicable Custodian original documents evidencing
        an assumption, modification, consolidation or extension of any Mortgage Loan
        entered into in accordance with this Agreement within two weeks of their
        execution; provided, however, that the Servicer shall provide such Custodian
        with a certified true copy of any such document submitted for recordation
        within
        two weeks of its execution, and shall provide the original of any document
        submitted for recordation or a copy of such document certified by the
        appropriate public recording office to be a true and complete copy of the
        original within 180 days of its submission for recordation. In the event
        that
        the Servicer cannot provide a copy of such document certified by the public
        recording office within such 180 day period, the Servicer shall deliver to
        such
        Custodian, within such 180 day period, an Officers' Certificate of the Servicer
        which shall (A) identify the recorded document, (B) state that the recorded
        document has not been delivered to such Custodian due solely to a delay caused
        by the public recording office, (C) state the amount of time generally required
        by the applicable recording office to record and return a document submitted
        for
        recordation, if known and (D) specify the date the applicable recorded document
        is expected to be delivered to such Custodian, and, upon receipt of a copy
        of
        such document certified by the public recording office, the Servicer shall
        immediately deliver such document to such Custodian. In the event the
        appropriate public recording office will not certify as to the accuracy of
        such
        document, the Servicer shall deliver a copy of such document certified by
        an
        officer of the Servicer to be a true and complete copy of the original to
        such
        Custodian.

       

      ARTICLE
        III

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        3.01. Representations,
        Warranties and Covenants of the Owner and the Servicer.

       

      (a) The
        Owner
        hereby represents, warrants and covenants to the Servicer, that as of the
        Closing Date or as of such date specifically provided herein:

       

      (i) The
        Owner
        is a Delaware Corporation with full corporate power and authority to conduct
        its
        business as presently conducted by it to the extent material to the consummation
        of the transactions contemplated herein. The Agreement has been duly authorized,
        executed and delivered by the Owner. The Owner has the full corporate power
        and
        authority to execute and deliver, engage in the transactions contemplated
        by,
        and perform and observe the terms and conditions of this Agreement. This
        Agreement evidences the valid, binding and enforceable obligation of the
        Owner,
        subject to applicable bankruptcy, insolvency, reorganization, moratorium
        or
        other similar laws affecting the enforcement of creditors' rights generally,
        and
        all requisite corporate action has been taken by the Owner to make this
        Agreement valid and binding upon the Owner in accordance with its
        terms;


      
        
          
          

        

        
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      (ii) The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Owner and will not result in the breach
        of
        any term or provision of any organizational documents of the Owner or result
        in
        the breach of any term or provision of, or conflict with or constitute a
        default
        under or result in the acceleration of any obligation under, any agreement,
        indenture or loan or credit agreement or other instrument to which the Owner
        or
        its property is subject, or result in the violation of any law, rule,
        regulation, order, judgment or decree to which the Owner or its property
        is
        subject;

       

      (iii) The
        execution and delivery of this Agreement by the Owner and the performance
        and
        compliance with its obligations and covenants hereunder do not require the
        consent or approval of any governmental authority or, if such consent or
        approval is required, it has been obtained;

       

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

       

      (v) There
        is
        no action, suit, proceeding or investigation pending or, to its knowledge,
        threatened against the Owner that, either individually or in the aggregate,
        (A)
        in the judgment of the Owner would reasonably be expected to result in any
        change in the business, operations, financial condition, properties or assets
        of
        the Owner that might prohibit or materially and adversely affect the performance
        by such Servicer of its obligations under, or validity or enforceability
        of,
        this Agreement, or (B) in the judgment of the Owner would reasonably be expected
        to result in any material impairment of the right or ability of the Owner
        to
        carry on its business substantially as now conducted, or (C) in the judgment
        of
        the Owner would reasonably be expected to draw into question the validity
        or
        enforceability of this Agreement or of any action taken or to be taken in
        connection with the obligations of the Owner contemplated herein, or (D)
        in the
        judgment of the Owner would reasonably be expected to otherwise be likely
        to
        impair materially the ability of the Owner to perform under the terms of
        this
        Agreement.

       

      (vi) Neither
        this Agreement nor any information, certificate of an officer, statement
        furnished in writing or report delivered by the Owner in connection with
        the
        transactions contemplated hereby contains any untrue statement of a material
        fact;

       

      (b) The
        Servicer hereby represents, warrants and covenants to the Owner, that as
        of the
        Closing Date or as of such date specifically provided herein:

       

      (i) The
        Servicer is duly organized, validly existing, and in good standing under
        the
        laws of the jurisdiction of its formation and has all licenses necessary
        to
        carry on its business as now being conducted and is licensed, qualified and
        in
        good standing in the states where the Mortgaged Property is located if the
        laws
        of such state require licensing or qualification in order to conduct business
        of
        the type conducted by the Servicer or to ensure the enforceability or validity
        of each Mortgage Loan; the Servicer has the power and authority to execute
        and
        deliver this Agreement and to perform in accordance herewith; the execution,
        delivery and performance of this Agreement (including all instruments of
        transfer to be delivered pursuant to this Agreement) by the Servicer and
        the
        consummation of the transactions contemplated hereby have been duly and validly
        authorized; this Agreement evidences the valid, binding and enforceable
        obligation of the Servicer, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws affecting the enforcement
        of
        creditors' rights generally; and all requisite corporate action has been
        taken
        by the Servicer to make this Agreement valid and binding upon the Servicer
        in
        accordance with its terms;


      
        
          
          

        

        
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      (ii) The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Servicer and will not result in the breach
        of
        any term or provision of the charter or by-laws of the Servicer or result
        in the
        breach of any term or provision of, or conflict with or constitute a default
        under or result in the acceleration of any obligation under, any agreement,
        indenture or loan or credit agreement or other instrument to which the Servicer
        or its property is subject, or result in the violation of any law, rule,
        regulation, order, judgment or decree to which the Servicer or its property
        is
        subject;

       

      (iii) The
        execution and delivery of this Agreement by the Servicer and the performance
        and
        compliance with its obligations and covenants hereunder do not require the
        consent or approval of any governmental authority or, if such consent or
        approval is required, it has been obtained;

       

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

       

      (v) There
        is
        no action, suit, proceeding or investigation pending or, to its knowledge,
        threatened against the Servicer that, either individually or in the aggregate,
        (A) in the judgment of the Servicer would reasonably be expected to result
        in
        any change in the business, operations, financial condition, properties or
        assets of the Servicer that might prohibit or materially and adversely affect
        the performance by such Servicer of its obligations under, or validity or
        enforceability of, this Agreement, or (B) in the judgment of the Servicer
        would
        reasonably be expected to result in any material impairment of the right
        or
        ability of the Servicer to carry on its business substantially as now conducted,
        or (C) in the judgment of the Servicer would reasonably be expected to draw
        into
        question the validity or enforceability of this Agreement or of any action
        taken
        or to be taken in connection with the obligations of the Servicer contemplated
        herein, or (D) in the judgment of the Servicer would reasonably be expected
        to
        otherwise be likely to impair materially the ability of the Servicer to perform
        under the terms of this Agreement;

       

      (vi) Neither
        this Agreement nor any information, certificate of an officer, statement
        furnished in writing or report delivered by the Servicer in connection with
        the
        transactions contemplated hereby contains any untrue statement of a material
        fact;


      
        
          
          

        

        
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      (vii) The
        Servicer represents that its computer and other systems used in servicing
        the
        Mortgage Loans operate in a manner such that the Servicer can service the
        Mortgage Loans in accordance with the terms of this Agreement;

       

      (viii) The
        Servicer is an approved servicer for Fannie Mae and Freddie Mac in good standing
        and is a HUD approved mortgagee pursuant to Section 203 of the National
        Housing Act. No event has occurred, including but not limited to a change
        in
        insurance coverage, which would make the Servicer unable to comply with Fannie
        Mae, Freddie Mac or HUD eligibility requirements or which would require
        notification to Fannie Mae, Freddie Mac or HUD; and

       

      (ix) The
        Servicer will not waive any Prepayment Charge unless it is waived in accordance
        with the standard set forth in Section 4.01.

       

      Upon
        discovery by the Owner of a breach of any of the foregoing representations,
        warranties and covenants which materially and adversely affects the value
        of any
        Mortgage Loan, Prepayment Charge or the interests therein of the Owner, the
        Owner shall give prompt written notice (but in no event later than two Business
        Days following such discovery) to the Servicer. Notwithstanding the foregoing,
        within 90 days of the earlier of discovery by the Servicer or receipt of
        notice
        by the Servicer of the breach of the representation or covenant of the Servicer
        set forth in Section 3.01(ix) above which materially and adversely affects
        the interests of the Owner, the Servicer must pay the amount of such waived
        Prepayment Charge, by depositing such amount into the Custodial
        Account.

       

      ARTICLE
        IV

       

      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

       

      Section
        4.01. Servicer
        to Act as Servicer.

       

      The
        Servicer shall service and administer the Mortgage Loans on behalf and in
        the
        best interests of the Owner in accordance with the terms of this Agreement
        and
        the Mortgage Loans, and, to the extent consistent with such terms, in the
        same
        manner in which it services and administers similar mortgage loans for its
        own
        portfolio, giving due consideration to customary and usual standards of practice
        of mortgage lenders and loan servicers administering similar mortgage loans
        but
        without regard to:

       

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

       

      (ii) the
        ownership or non-ownership interest of any Mortgage Loan by the Servicer
        or any
        Affiliate of the Servicer;

       

      (iii) the
        Servicer's obligation to make Advances or Servicing Advances; or

       

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


      
        
          
          

        

        
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      To
        the
        extent consistent with the foregoing, the Servicer (a) shall seek the timely
        and
        complete recovery of principal and interest on the Mortgage Notes and (b)
        shall
        waive (or permit a Subservicer to waive) a Prepayment Charge only under the
        following circumstances: (i) the Servicer determines that such waiver would
        maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking
        into
        account the value of such Prepayment Charge and the Mortgage Loan, and the
        waiver of such Prepayment Charge is standard and customary in servicing similar
        Mortgage Loans (including the waiver of a Prepayment Charge in connection
        with a
        refinancing of the Mortgage Loan related to a default or a reasonably
        foreseeable default), or (ii) (A) the enforceability thereof is limited (1)
        by
        bankruptcy, insolvency, moratorium, receivership, or other similar law relating
        to creditors' rights generally or (2) due to acceleration in connection with
        a
        foreclosure or other involuntary payment, or (B) the enforceability is otherwise
        limited or prohibited by subsequent changes in applicable law or (iii) the
        Servicer has not received any documentation and/or information to enable
        the
        Servicer to confirm the existence of such Prepayment Charge. In no event
        shall
        the Servicer waive a Prepayment Charge in connection with a refinancing of
        a
        Mortgage Loan that is not related to a default or a reasonably foreseeable
        default. If the Servicer waives or does not collect all or a portion of a
        Prepayment Charge relating to a Principal Prepayment in full or in part due
        to
        any action or omission of the Servicer, other than as provided above, the
        Servicer shall deposit the amount of such Prepayment Charge (or such portion
        thereof as had been waived for deposit) into the Collection Account at the
        time
        of such prepayment for distribution in accordance with the terms of this
        Agreement. Subject only to the above-described servicing standards and the
        terms
        of this Agreement and of the Mortgage Loans, the Servicer shall have full
        power
        and authority, acting alone or through Subservicers as provided in
        Section 4.02, to do or cause to be done any and all things in connection
        with such servicing and administration which it may deem necessary or desirable
        with the goal of maximizing proceeds of the Mortgage Loan. Without limiting
        the
        generality of the foregoing, the Servicer in its own name or in the name
        of a
        Subservicer is hereby authorized and empowered by the Owner when the Servicer
        believes it appropriate in its best judgment in accordance with the servicing
        standards set forth above, to execute and deliver, on behalf of the Owner,
        and
        upon written notice to the Owner, any and all instruments of satisfaction
        or
        cancellation, or of partial or full release or discharge, and all other
        comparable instruments, with respect to the Mortgage Loans and the Mortgaged
        Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
        of
        foreclosure so as to convert the ownership of such properties, and to hold
        or
        cause to be held title to such properties, on behalf of the Owner. The Servicer
        shall service and administer the Mortgage Loans in accordance with applicable
        state and federal law and shall provide to the Mortgagors any reports required
        to be provided to them thereby. The Servicer shall also comply in the
        performance of this Agreement with all reasonable rules and requirements
        of each
        insurer under any standard hazard insurance policy. Subject to
        Section 4.17, within five (5) days of the Closing Date, the Owner shall
        execute, at the written request of the Servicer, and furnish to the Servicer
        and
        any Subservicer any special or limited powers of attorney and other documents
        necessary or appropriate to enable the Servicer or any Subservicer to carry
        out
        their servicing and administrative duties hereunder; provided,
        such
        limited powers of attorney or other documents shall be prepared by the Servicer
        and submitted to the Owner for execution. The Owner shall not be liable for
        the
        actions of the Servicer or any Subservicers under such powers of
        attorney.

       

      In
        addition, the Servicer hereby covenants to furnish, on a monthly basis, in
        accordance with the Fair Credit Reporting Act and its implementing regulations,
        accurate and complete information on its borrower credit files to Equifax,
        Experian and the TransUnion Credit Information Company with respect to each
        Mortgagor under a Mortgage Loan serviced by the Servicer subject to this
        Agreement.


      
        
          
          

        

        
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      Subject
        to Section 4.09 hereof, in accordance with the standards of the second
        preceding paragraph, the Servicer, on escrowed accounts, shall advance or
        cause
        to be advanced funds as necessary for the purpose of effecting the payment
        of
        taxes and assessments on the Mortgaged Properties, which advances shall be
        Servicing Advances reimbursable in the first instance from related collections
        from the Mortgagors pursuant to Section 4.09, and further as provided in
        Section 4.11. Any cost incurred by the Servicer or by Subservicers in
        effecting the payment of taxes and assessments on a Mortgaged Property shall
        not
        be added to the Unpaid Principal Balance of the related Mortgage Loan,
        notwithstanding that the terms of such Mortgage Loan so permit.

       

      Notwithstanding
        anything in this Agreement to the contrary, the Servicer may not make any
        future
        advances with respect to a Mortgage Loan (except as provided in
        Section 5.03) and the Servicer shall not (i) except, as provided in
        Section 4.07 (when the Mortgagor is in default with respect to the Mortgage
        Loan or such default is, in the judgment of the Servicer, reasonably
        foreseeable), permit any modification with respect to any Mortgage Loan that
        would change the Mortgage Rate, reduce or increase the Unpaid Principal Balance
        (except for reductions resulting from actual payments of principal) or change
        the final maturity date on such Mortgage Loan, or (ii) permit any modification,
        waiver or amendment of any term of any Mortgage Loan that would both (A)
        effect
        an exchange or reissuance of such Mortgage Loan under Section 1001 of the
        Code (or Treasury regulations promulgated thereunder) and (B) cause any REMIC
        created in connection with the Mortgage Loans to fail to qualify as a REMIC
        under the Code or the imposition of any tax on “prohibited transactions” or
“contributions after the startup date” under the REMIC Provisions.

       

      Section
        4.02. Sub-Servicing
        Agreements Between Servicer and Subservicers.

       

      (a) The
        Servicer may enter into Sub-Servicing Agreements with Subservicers for the
        servicing and administration of the Mortgage Loans; provided, however, that
        such
        agreements would not result in a withdrawal or a downgrading by any Rating
        Agency of the rating on any certificates issued in connection with a
        Securitization Transaction.

       

      Each
        Subservicer shall be (i) authorized to transact business in the state or
        states
        where the related Mortgaged Properties it is to service are situated, if
        and to
        the extent required by applicable law to enable the Subservicer to perform
        its
        obligations hereunder and under the Sub-Servicing Agreement and (ii) a Freddie
        Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
        must
        impose on the Subservicer requirements conforming to the provisions set forth
        in
        Section 4.08 and provide for servicing of the Mortgage Loans consistent
        with the terms of this Agreement. The Servicer will examine each Sub-Servicing
        Agreement and will be familiar with the terms thereof. The terms of any
        Sub-Servicing Agreement will not be inconsistent with any of the provisions
        of
        this Agreement. The Servicer and the Subservicers may enter into and make
        amendments to the Sub-Servicing Agreements or enter into different forms
        of
        Sub-Servicing Agreements; provided, however, that any such amendments or
        different forms shall be consistent with and not violate the provisions of
        this
        Agreement, and that no such amendment or different form shall be made or
        entered
        into which could be reasonably expected to be materially adverse to the
        interests of the Owner without the consent of the Owner; provided, further,
        that
        the consent of the Owner shall not be required (i) to cure any ambiguity
        or
        defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement
        any
        provisions of a Subservicing Agreement, or (iii) to make any other provisions
        with respect to matters or questions arising under a Sub-Servicing Agreement,
        which, in each case, shall not be inconsistent with the provisions of this
        Agreement. Any variation without the consent of the Owner from the provisions
        set forth in Section 4.08 relating to insurance or priority requirements of
        Sub-Servicing Accounts, or credits and charges to the Subservicing Accounts
        or
        the timing and amount of remittances by the Subservicers to the Servicer,
        are
        conclusively deemed to be inconsistent with this Agreement and therefore
        prohibited. The Servicer shall deliver to the Owner copies of all Sub-Servicing
        Agreements, and any amendments or modifications thereof, promptly upon the
        Servicer's execution and delivery of such instruments.


      
        
          
          

        

        
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      (b) As
        part
        of its servicing activities hereunder, the Servicer, for the benefit of the
        Owner, shall enforce the obligations of each Subservicer under the related
        Sub-Servicing Agreement, including, without limitation, any obligation to
        make
        advances in respect of delinquent payments as required by a Sub-Servicing
        Agreement. Such enforcement, including, without limitation, the legal
        prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit
        of other appropriate remedies, shall be in such form and carried out to such
        an
        extent and at such time as the Servicer, in its good faith business judgment,
        would require were it the owner of the related Mortgage Loans. The Servicer
        shall pay the costs of such enforcement at its own expense, and shall be
        reimbursed therefor only (i) from a general recovery resulting from such
        enforcement, to the extent, if any, that such recovery exceeds all amounts
        due
        in respect of the related Mortgage Loans, or (ii) from a specific recovery
        of
        costs, expenses or attorneys' fees against the party against whom such
        enforcement is directed.

       

      Section
        4.03. Successor
        Subservicers.

       

      The
        Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
        rights and obligations of any Subservicer pursuant to any Sub-Servicing
        Agreement in accordance with the terms and conditions of such Sub-Servicing
        Agreement. In the event of termination of any Subservicer, all servicing
        obligations of such Subservicer shall be assumed simultaneously by the Servicer
        without any act or deed on the part of such Subservicer or the Servicer,
        and the
        Servicer either shall service directly the related Mortgage Loans or shall
        enter
        into a Sub-Servicing Agreement with a successor Subservicer which qualifies
        under Section 4.02.

       

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

       

      Section
        4.04. Liability
        of the Servicer.

       

      Notwithstanding
        any Sub-Servicing Agreement or the provisions of this Agreement relating
        to
        agreements or arrangements between the Servicer and a Subservicer or reference
        to actions taken through a Subservicer or otherwise, the Servicer shall remain
        obligated and primarily liable to the Owner for the servicing and administering
        of the Mortgage Loans in accordance with the provisions of Section 4.01
        without diminution of such obligation or liability by virtue of such
        Sub-Servicing Agreements or arrangements or by virtue of indemnification
        from
        the Subservicer and to the same extent and under the same terms and conditions
        as if the Servicer alone were servicing and administering the Mortgage Loans.
        The Servicer shall be entitled to enter into any agreement with a Subservicer
        for indemnification of the Servicer by such Subservicer and nothing contained
        in
        this Agreement shall be deemed to limit or modify such
        indemnification.


      
        
          
          

        

        
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      Section
        4.05. No
        Contractual Relationship Between Subservicers and the Owner.

       

      Any
        Sub-Servicing Agreement that may be entered into and any transactions or
        services relating to the Mortgage Loans involving a Subservicer in its capacity
        as such shall be deemed to be between the Subservicer and the Servicer alone,
        and the Owner shall not be deemed a party thereto and shall have no claims,
        rights, obligations, duties or liabilities with respect to the Subservicer
        except as set forth in Section 4.06. The Servicer shall be solely liable
        for all fees owed by it to any Subservicer, irrespective of whether the
        Servicer's compensation pursuant to this Agreement is sufficient to pay such
        fees.

       

      Section
        4.06. Assumption
        or Termination of Sub-Servicing Agreements by Owner.

       

      In
        the
        event the Servicer shall for any reason no longer be the servicer (including
        by
        reason of the occurrence of an Event of Default), the Owner shall thereupon
        assume all of the rights and obligations of the Servicer under each
        Sub-Servicing Agreement that the Servicer may have entered into, provided
        however, that any successor servicer may terminate the Subservicer. Upon
        such
        assumption, the Owner (or the successor servicer appointed pursuant to
        Section 6.06) shall be deemed, subject to Section 4.03, to have
        assumed all of the departing Servicer's interest therein and to have replaced
        the departing Servicer as a party to each Sub-Servicing Agreement to the
        same
        extent as if each Sub-Servicing Agreement had been assigned to the assuming
        party, except that (i) the departing Servicer shall not thereby be relieved
        of
        any liability or obligations under any Sub-Servicing Agreement that arose
        before
        it ceased to be the Servicer and (ii) neither the Owner nor any successor
        Servicer shall be deemed to have assumed any liability or obligation of the
        Servicer that arose before it ceased to be the Servicer.

       

      The
        Servicer at its expense shall, upon request of the Owner, deliver to the
        assuming party all documents and records relating to each Sub-Servicing
        Agreement and the Mortgage Loans then being serviced and an accounting of
        amounts collected and held by or on behalf of it, and otherwise use its best
        efforts to effect the orderly and efficient transfer of the Sub-Servicing
        Agreements to the assuming party. All Servicing Transfer Costs shall be paid
        by
        the predecessor Servicer upon presentation of reasonable documentation of
        such
        costs, and if such predecessor Servicer defaults in its obligation to pay
        such
        costs, such costs shall be paid by the successor Servicer.


      
        
          
          

        

        
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      Section
        4.07. Collection
        of Certain Mortgage Loan Payments.

       

      The
        Servicer shall make reasonable efforts to collect all payments called for
        under
        the terms and provisions of the Mortgage Loans, and shall, to the extent
        such
        procedures shall be consistent with this Agreement and the terms and provisions
        of any applicable insurance policies provided to the Servicer, follow such
        collection procedures as it would follow with respect to mortgage loans
        comparable to the Mortgage Loans and held for its own account. Consistent
        with
        the foregoing, the Servicer may in its discretion (i) waive any late payment
        charge or, if applicable, any penalty interest (other than any Prepayment
        Charge
        except as set forth in Section 4.01), or (ii) extend the due dates for the
        Monthly Payments due on a Mortgage Note for a period of not greater than
        180
        days; provided, however, that any extension pursuant to clause (ii) above
        shall
        not affect the amortization schedule of any Mortgage Loan for purposes of
        any
        computation hereunder, except as provided below. In the event of any such
        arrangement pursuant to clause (ii) above, the Servicer shall make timely
        advances on such Mortgage Loan during such extension pursuant to
        Section 5.03 and in accordance with the amortization schedule of such
        Mortgage Loan without modification thereof by reason of such arrangement.
        Notwithstanding the foregoing, in the event that any Mortgage Loan is in
        default
        or, in the judgment of the Servicer, such default is reasonably foreseeable,
        the
        Servicer, consistent with the standards set forth in Section 4.01, may also
        waive, modify or vary any term of such Mortgage Loan (including modifications
        that would change the Mortgage Rate, forgive the payment of principal or
        interest or extend the final maturity date of such Mortgage Loan), accept
        payment from the related Mortgagor of an amount less than the Unpaid Principal
        Balance in final satisfaction of such Mortgage Loan, or consent to the
        postponement of strict compliance with any such term or otherwise grant
        indulgence to any Mortgagor (any and all such waivers, modifications, variances,
        forgiveness of principal or interest, postponements, or indulgences collectively
        referred to herein as “forbearance”), provided, however, that in no event shall
        the Servicer grant any such forbearance (other than as permitted by the second
        sentence of this Section) with respect to any one Mortgage Loan more than
        once
        in any 12 month period or more than three times over the life of such Mortgage
        Loan. The Servicer's analysis supporting any forbearance and the conclusion
        that
        any forbearance meets the standards of Section 4.01 shall be reflected in
        writing in the Servicing File.

       

      Section
        4.08. Sub-Servicing
        Accounts.

       

      In
        those
        cases where a Subservicer is servicing a Mortgage Loan pursuant to a
        Sub-Servicing Agreement, the Subservicer will be required to establish and
        maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
        Sub-Servicing Account shall be an Eligible Account and shall comply with
        all
        requirements of this Agreement relating to the Collection Account. The
        Subservicer shall deposit in the clearing account in which it customarily
        deposits payments and collections on mortgage loans in connection with its
        mortgage loan servicing activities on a daily basis, and in no event more
        than
        one Business Day after the Subservicer's receipt thereof, all proceeds of
        Mortgage Loans received by the Subservicer less its servicing compensation
        to
        the extent permitted by the Sub-Servicing Agreement, and shall thereafter
        deposit such amounts in the Sub-Servicing Account, in no event more than
        two
        Business Days after the receipt of such amounts. The Subservicer shall
        thereafter deposit such proceeds in the Collection Account or remit such
        proceeds to the Servicer for deposit in the Collection Account not later
        than
        two Business Days after the deposit of such amounts in the Sub-Servicing
        Account. For purposes of this Agreement, the Servicer shall be deemed to
        have
        received payments on the Mortgage Loans when the Subservicer receives such
        payments.


      
        
          
          

        

        
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      Section
        4.09. Collection
        of Taxes, Assessments and Similar Items; Servicing Accounts.

       

      The
        Servicer shall establish and maintain, or cause to be established and
        maintained, one or more accounts (the “Servicing Accounts”), into which all
        Escrow Payments shall be deposited and retained. Servicing Accounts shall
        be
        Eligible Accounts. The creation of any Servicing Account shall be evidenced
        by a
        letter agreement in the form set forth in Exhibit C hereto. The Servicer
        shall
        deposit in the clearing account in which it customarily deposits payments
        and
        collections on mortgage loans in connection with its mortgage loan servicing
        activities on a daily basis, and in no event more than one Business Day after
        the Servicer's receipt thereof, all Escrow Payments and Insurance Proceeds
        collected on account of the Mortgage Loans and shall thereafter deposit in
        the
        Servicing Accounts, in no event more than two Business Days after the receipt
        of
        such Escrow Payments/Insurance Proceeds, all Escrow Payments and Insurance
        Proceeds (to the extent that such Insurance Proceeds are to be applied to
        the
        restoration of the related Mortgaged Property or released to the Mortgagor
        in
        accordance with the procedure that the Servicer would follow in servicing
        mortgage loans held for its own account) collected on account of the Mortgage
        Loans for the purpose of effecting the payment of any such items as required
        under the terms of this Agreement. Withdrawals of amounts from a Servicing
        Account may be made only to (i) effect payment of taxes, assessments, hazard
        insurance premiums, and comparable items in a manner and at a time that assures
        that the lien priority of the Mortgage is not jeopardized (or, with respect
        to
        the payment of taxes, in a manner and at a time that avoids the loss of the
        Mortgaged Property due to a tax sale or the foreclosure as a result of a
        tax
        lien); (ii) reimburse the Servicer (or a Subservicer to the extent provided
        in
        the related Sub-Servicing Agreement) out of related collections for any
        Servicing Advances made pursuant to Section 4.01 (with respect to taxes and
        assessments) and Section 4.14 (with respect to hazard insurance); (iii)
        refund to Mortgagors any sums as may be determined to be overages; (iv) pay
        interest, if required and as described below, to Mortgagors on balances in
        the
        Servicing Account; (v) apply to restoration repair of the Mortgaged Property;
        or
        (vi) clear and terminate the Servicing Account at the termination of the
        Servicer's obligations and responsibilities in respect of the Mortgage Loans
        under this Agreement. In the event the Servicer shall deposit in a Servicing
        Account any amount not required to be deposited therein, it may at any time
        withdraw such amount from such Servicing Account, any provision herein to
        the
        contrary notwithstanding. The Servicer will be responsible for the
        administration of the Servicing Accounts and will be obligated to make Servicing
        Advances to such accounts when and as necessary to avoid the lapse of insurance
        coverage on the Mortgaged Property, or which the Servicer knows, or in the
        exercise of the required standard of care of the Servicer hereunder should
        know,
        is necessary to avoid the loss of the Mortgaged Property due to a tax sale
        or
        the foreclosure as a result of a tax lien. If any such payment has not been
        made
        and the Servicer receives notice of a tax lien with respect to the Mortgage
        being imposed, the Servicer will, within ten Business Days of receipt of
        such
        notice, advance or cause to be advanced funds necessary to discharge such
        lien
        on the Mortgaged Property. As part of its servicing duties, the Servicer
        or
        Subservicers shall pay to the Mortgagors interest on funds in the Servicing
        Accounts, to the extent required by law and, to the extent that interest
        earned
        on funds in the Servicing Accounts is insufficient, to pay such interest
        from
        its or their own funds, without any reimbursement therefor. The Servicer
        may pay
        to itself any excess interest on funds in the Servicing Accounts, to the
        extent
        such action is in conformity with the servicing standard set forth in
        Section 4.01, is permitted by law and such amounts are not required to be
        paid to Mortgagors or used for any of the other purposes set forth
        above.


      
        
          
          

        

        
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      Section
        4.10. Collection
        Account.

       

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

       

      (i) all
        payments on account of principal, including Principal Prepayments (but not
        Prepayment Charges), on the Mortgage Loans;

       

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

       

      (iii) all
        Net
        Liquidation Proceeds and condemnation proceeds (other than proceeds collected
        in
        respect of any particular REO Property, amounts paid in connection with a
        purchase of Mortgage Loans and REO Properties and Insurance Proceeds to be
        applied toward the restoration or repair of the Mortgaged
        Property);

       

      (iv) any
        amounts required to be deposited pursuant to Section 4.12 in connection
        with any losses realized on Permitted Investments with respect to funds held
        in
        the Collection Account;

       

      (v) any
        amounts required to be deposited by the Servicer pursuant to the second
        paragraph of Section 4.14(a) in respect of any blanket policy
        deductibles;

       

      (vi) all
        Prepayment Charges collected by the Servicer and any Servicer Prepayment
        Charge
        Payment Amounts in connection with the Principal Prepayment of any of the
        Mortgage Loans;

       

      (vii) any
        Advances, as required pursuant to Section 5.03;

       

      (viii) any
        amounts required to be deposited pursuant to Section 4.21(c) in connection
        with any REO Property, in the event the Collection Account is used as an
        REO
        Account pursuant to Section 4.21; and


      
        
          
          

        

        
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      (ix) any
        Compensating Interest to be deposited pursuant to Section 4.22 in
        connection with any Prepayment Interest Shortfall.

       

      The
        foregoing requirements for deposit in the Collection Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of Servicing Fees, late payment charges,
        assumption fees, insufficient funds charges and ancillary income (other than
        Prepayment Charges) need not be deposited by the Servicer in the Collection
        Account and may be retained by the Servicer as additional compensation. In
        the
        event the Servicer shall deposit in the Collection Account any amount not
        required to be deposited therein, it may at any time withdraw such amount
        from
        the Collection Account, any provision herein to the contrary
        notwithstanding.

       

      Section
        4.11. Withdrawals
        from the Collection Account and Distribution Account.

       

      The
        Servicer shall, from time to time, make withdrawals from the Collection Account
        for any of the following purposes or as described in
        Section 5.01:

       

      (i) to
        remit
        to the Owner for deposit in the amounts required or permitted to be so remitted
        pursuant to Section 5.01;

       

      (ii) subject
        to Section 4.16(c), to reimburse the Servicer for (a) any unreimbursed
        Advances to the extent of amounts received which represent Late Collections
        (net
        of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
        on
        Mortgage Loans or REO Properties with respect to which such Advances were
        made
        in accordance with the provisions of Section 5.03; or (b) without limiting
        any right of withdrawal set forth in clauses (v) or (vi) below, any unreimbursed
        Advances made with respect to a Mortgage Loan that, upon a Final Recovery
        Determination with respect to such Mortgage Loan are Nonrecoverable Advances,
        but only to the extent that Late Collections, Liquidation Proceeds and Insurance
        Proceeds received with respect to such Mortgage Loan are insufficient to
        reimburse the Servicer for such unreimbursed Advances;

       

      (iii) subject
        to Section 4.16(c), to pay the Servicer or any Subservicer (a) any unpaid
        Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
        Mortgage Loan, but only to the extent of any Late Collections, Liquidation
        Proceeds and Insurance Proceeds received with respect to such Mortgage Loan
        or
        REO Property, and (c) without limiting any right of withdrawal set forth
        in
        clauses (v) or (vi) below, any Servicing Advances made with respect to a
        Mortgage Loan that, upon a Final Recovery Determination with respect to such
        Mortgage Loan are Nonrecoverable Advances, but only to the extent that Late
        Collections, Liquidation Proceeds and Insurance Proceeds received with respect
        to such Mortgage Loan are insufficient to reimburse the Servicer or any
        Subservicer for Servicing Advances;

       

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


      
        
          
          

        

        
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      (v) to
        reimburse the Servicer for any Advance or Servicing Advance previously made
        which the Servicer has determined to be a Nonrecoverable Advance in accordance
        with the provisions of Section 5.03;

       

      (vi) to
        pay,
        or to reimburse the Servicer for Servicing Advances in respect of, expenses
        incurred in connection with any Mortgage Loan pursuant to
        Section 4.16(b);

       

      (vii) to
        reimburse the Servicer for expenses incurred by or reimbursable to the Servicer
        pursuant to Section 6.03;

       

      (viii) to
        pay
        itself any Prepayment Interest Excess;

       

      (ix) to
        make
        withdrawals from the REO Account pursuant to Section 4.21 if the Collection
        Account is an REO Account as set forth in Section 4.21; and

       

      (x) to
        clear
        and terminate the Collection Account.

       

      The
        foregoing requirements for withdrawal from the Collection Account shall be
        exclusive. In the event the Servicer shall deposit in the Collection Account
        any
        amount not required to be deposited therein, it may at any time withdraw
        such
        amount from the Collection Account, any provision herein to the contrary
        notwithstanding.

       

      The
        Servicer shall keep and maintain separate accounting, on a Mortgage Loan
        by
        Mortgage Loan basis, for the purpose of justifying any withdrawal from the
        Collection Account, to the extent held by or on behalf of it, pursuant to
        subclauses (ii) through (ix) above. The Servicer shall provide written
        notification to the Owner, on or prior to the next succeeding Remittance
        Date,
        upon making any withdrawals from the Collection Account pursuant to subclause
        (v) above; provided that an Officers' Certificate in the form described under
        Section 5.03(d) shall suffice for such written notification to the Owner in
        respect hereof.

       

      Section
        4.12. Investment
        of Funds in the Collection Account and the REO Account.

       

      (a) The
        Servicer may direct any depository institution maintaining the Collection
        Account or REO Account to invest the funds on deposit in such accounts, (each
        such account, for the purposes of this Section 4.12, an “Investment
        Account”). All investments pursuant to this Section 4.12 shall be in one or
        more Permitted Investments bearing interest or sold at a discount, and maturing,
        unless payable on demand, (i) 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, if a Person other than the Owner is the
        obligor thereon or if such investment is managed or advised by a Person other
        than the Owner or an Affiliate of the Owner, and (ii) no later than the date
        on
        which such funds are required to be withdrawn from such account pursuant
        to this
        Agreement, if the Owner is the obligor thereon or if such investment is managed
        or advised by the Owner or any Affiliate. 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 Owner, or in the name
        of a
        nominee of the Owner. The Owner shall be entitled to sole possession (except
        with respect to investment direction of funds held in the Collection Account
        and
        any income and gain realized thereon) over each such investment, and any
        certificate or other instrument evidencing any such investment shall be
        delivered directly to the Owner or its agent, together with any document
        of
        transfer necessary to transfer title to such investment to the Owner or its
        nominee.


      
        
          
          

        

        
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      (b) All
        income and gain realized from the investment of funds deposited in the
        Collection Account and any REO Account held by or on behalf of the Servicer
        shall be for the benefit of the Servicer and shall be subject to its withdrawal
        in accordance with Section 4.11 or Section 4.21, as applicable. The
        Servicer shall deposit in the Collection Account or any REO Account, as
        applicable, the amount of any loss of principal incurred in respect of any
        such
        Permitted Investment made with funds in such account immediately upon
        realization of such loss.

       

      Section
        4.13. Collection
        Account Statements.

       

      With
        respect to any Securitization Transaction, not later than fifteen days after
        each Remittance Date, the Servicer shall forward to the master servicer,
        the
        securities administrator, the trustee and the depositor a statement prepared
        by
        the institution at which the related Collection Account is maintained setting
        forth the status of the related Collection Account as of the close of business
        on such Remittance Date and showing, for the period covered by such statement,
        the aggregate amount of deposits into and withdrawals from the related
        Collection Account of each category of deposit specified in Section 4.10
        and
        each category of withdrawal specified in Section 4.11. 

       

      Section
        4.14. Maintenance
        of Hazard Insurance and Errors and Omissions and Fidelity
        Coverage.

       

      (a) The
        Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
        with extended coverage on the Mortgaged Property in an amount which is at
        least
        equal to the lesser of (i) the current Unpaid Principal Balance of such Mortgage
        Loan and (ii) the amount necessary to fully compensate for any damage or
        loss to
        the improvements that are a part of such property on a replacement cost basis,
        in each case in an amount not less than such amount as is necessary to avoid
        the
        application of any coinsurance clause contained in the related hazard insurance
        policy. The Servicer shall also cause to be maintained hazard insurance with
        extended coverage on each REO Property in an amount which is at least equal
        to
        the lesser of (i) the maximum insurable value of the improvements which are
        a
        part of such property and (ii) the Unpaid Principal Balance of the related
        Mortgage Loan at the time it became an REO Property. The Servicer will comply
        in
        the performance of this Agreement with all reasonable rules and requirements
        of
        each insurer under any such hazard policies. Any amounts to be collected
        by the
        Servicer under any such policies (other than amounts to be applied to the
        restoration or repair of the property subject to the related Mortgage or
        amounts
        to be released to the Mortgagor in accordance with the procedures that the
        Servicer would follow in servicing loans held for its own account, subject
        to
        the terms and conditions of the related Mortgage and Mortgage Note) shall
        be
        deposited in the Collection Account, subject to withdrawal pursuant to
        Section 4.11, if received in respect of a Mortgage Loan, or in the REO
        Account, subject to withdrawal pursuant to Section 4.21, if received in
        respect of an REO Property. Any cost incurred by the Servicer in maintaining
        any
        such insurance shall not be added to the Unpaid Principal Balance of the
        related
        Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
        It is understood and agreed that no earthquake or other additional insurance
        is
        to be required of any Mortgagor other than pursuant to such applicable laws
        and
        regulations as shall at any time be in force and as shall require such
        additional insurance. If the Mortgaged Property or REO Property is at any
        time
        in an area identified in the Federal Register by the Federal Emergency
        Management Agency as having special flood hazards and flood insurance has
        been
        made available, the Servicer will cause to be maintained a flood insurance
        policy in respect thereof. Such flood insurance shall be in an amount equal
        to
        the lesser of (i) the Unpaid Principal Balance of the related Mortgage Loan
        and
        (ii) the maximum amount of such insurance available for the related Mortgaged
        Property under the national flood insurance program (assuming that the area
        in
        which such Mortgaged Property is located is participating in such
        program).


      
        
          
          

        

        
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      In
        the
        event that the Servicer shall obtain and maintain a blanket policy with an
        insurer having a General Policy Rating of B:III or better in Best's Key Rating
        Guide (or such other rating that is comparable to such rating) insuring against
        hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
        to
        have satisfied its obligations as set forth in the first two sentences of
        this
        Section 4.14, it being understood and agreed that such policy may contain a
        deductible clause, in which case the Servicer shall, in the event that there
        shall not have been maintained on the related Mortgaged Property or REO Property
        a policy complying with the first two sentences of this Section 4.14, and
        there shall have been one or more losses which would have been covered by
        such
        policy, deposit to the Collection Account from its own funds the amount not
        otherwise payable under the blanket policy because of such deductible clause.
        In
        connection with its activities as administrator and servicer of the Mortgage
        Loans, the Servicer agrees to prepare and present, on behalf of itself and
        the
        Owner claims under any such blanket policy in a timely fashion in accordance
        with the terms of such policy.

       

      (b) The
        Servicer shall keep in force during the term of this Agreement a policy or
        policies of insurance covering errors and omissions for failure in the
        performance of the Servicer's obligations under this Agreement, which policy
        or
        policies shall be in such form and amount that would meet the requirements
        of
        Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans,
        unless
        the Servicer has obtained a waiver of such requirements from Fannie Mae or
        Freddie Mac. The Servicer shall also maintain a fidelity bond in the form
        and
        amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
        the
        Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
        Mac. The Servicer shall be deemed to have complied with this provision if
        an
        Affiliate of the Servicer has such errors and omissions and fidelity bond
        coverage and, by the terms of such insurance policy or fidelity bond, the
        coverage afforded thereunder extends to the Servicer. Any such errors and
        omissions policy and fidelity bond shall by its terms not be cancelable without
        thirty days' prior written notice to the Owner. The Servicer shall also cause
        each Subservicer to maintain a policy of insurance covering errors and omissions
        and a fidelity bond which would meet such requirements. The Servicer shall
        furnish a copy of such errors and omissions policy and fidelity bond or waiver
        of the same upon request by the master servicer with respect to any
        Securitization Transaction. 

       

      Section
        4.15. Enforcement
        of Due-On-Sale Clauses; Assumption Agreements.


      
        
          
          

        

        
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      The
        Servicer will, to the extent it has knowledge of any conveyance or prospective
        conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer
        shall
        not be required to take such action if in its sole business judgment the
        Servicer believes it is not in the best interests of the Owner and shall
        not
        exercise any such rights if prohibited by law from doing so. If the Servicer
        reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
        to the preceding sentence apply, the Servicer will enter into an assumption
        and
        modification agreement from or with the person to whom such property has
        been
        conveyed or is proposed to be conveyed, pursuant to which such person becomes
        liable under the Mortgage Note and, to the extent permitted by applicable
        state
        law, the Mortgagor remains liable thereon. The Servicer is also authorized
        to
        enter into a substitution of liability agreement with such person, pursuant
        to
        which the original Mortgagor is released from liability and such person is
        substituted as the Mortgagor and becomes liable under the Mortgage Note,
        provided that no such substitution shall be effective unless such person
        satisfies the underwriting criteria of the Servicer and has a credit risk
        rating
        at least equal to that of the original Mortgagor. In connection with any
        assumption or substitution, the Servicer shall apply such underwriting standards
        and follow such practices and procedures as shall be normal and usual in
        its
        general mortgage servicing activities and as it applies to other mortgage
        loans
        owned solely by it. The Servicer shall not take or enter into any assumption
        and
        modification agreement, however, unless (to the extent practicable in the
        circumstances) it shall have received confirmation, in writing, of the continued
        effectiveness of any applicable hazard insurance policy. Any fee collected
        by
        the Servicer in respect of an assumption, modification or substitution of
        liability agreement shall be retained by the Servicer as additional servicing
        compensation. In connection with any such assumption, no material term of
        the
        Mortgage Note (including but not limited to the related Mortgage Rate and
        the
        amount of the Monthly Payment) may be amended or modified, except as permitted
        hereunder or as otherwise required pursuant to the terms thereof. The Servicer
        shall notify the Owner that any such substitution, modification or assumption
        agreement has been completed by forwarding to the Owner the executed original
        of
        such substitution, modification or assumption agreement, which document shall
        be
        added to the related Servicing File and shall, for all purposes, be considered
        a
        part of such Servicing File to the same extent as all other documents and
        instruments constituting a part thereof.

       

      Notwithstanding
        the foregoing paragraph or any other provision of this Agreement, the Servicer
        shall not be deemed to be in default, breach or any other violation of its
        obligations hereunder by reason of any assumption of a Mortgage Loan by
        operation of law or by the terms of the Mortgage Note or any assumption which
        the Servicer may be restricted by law from preventing, for any reason
        whatsoever. For purposes of this Section 4.15, the term “assumption” is
        deemed to also include a sale (of the Mortgaged Property) subject to the
        Mortgage that is not accompanied by an assumption or substitution of liability
        agreement.

       

      Section
        4.16. Realization
        Upon Defaulted Mortgage Loans.

       

      (a) The
        Servicer shall use its best efforts, consistent with the servicing standards
        set
        forth in Section 4.01, to foreclose upon or otherwise comparably convert
        the ownership of properties securing such of the Mortgage Loans as come into
        and
        continue in default and as to which no satisfactory arrangements can be made
        for
        collection of delinquent payments pursuant to Section 4.07. The Servicer
        shall be responsible for all costs and expenses incurred by it in any such
        proceedings; provided, however, that such costs and expenses will be recoverable
        as Servicing Advances by the Servicer as contemplated in Section 4.11 and
        Section 4.21. The foregoing is subject to the provision that, in any case
        in which a Mortgaged Property shall have suffered damage from an Uninsured
        Cause, the Servicer shall not be required to expend its own funds toward
        the
        restoration of such property unless it shall determine in its discretion
        that
        such restoration will increase the proceeds of liquidation of the related
        Mortgage Loan after reimbursement to itself for such expenses.


      
        
          
          

        

        
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      (b) Notwithstanding
        the foregoing provisions of this Section 4.16 or any other provision of
        this Agreement, with respect to any Mortgage Loan as to which the Servicer
        has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Servicer shall
        not, on behalf of the Owner, either (i) obtain title to such Mortgaged Property
        as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise
        acquire
        possession of, or take any other action with respect to, such Mortgaged
        Property, if, as a result of any such action, the Owner would be considered
        to
        hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or
“operator” of such Mortgaged Property within the meaning of the Comprehensive
        Environmental Response, Compensation and Liability Act of 1980, as amended
        from
        time to time, or any comparable law, unless the Servicer has also previously
        determined, based on its reasonable judgment and a report prepared by a Person
        who regularly conducts environmental audits using customary industry standards,
        that:

       

      (1) such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Owner to take
        such
        actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

       

      (2) there
        are
        no circumstances present at such Mortgaged Property relating to the use,
        management or disposal of any hazardous substances, hazardous materials,
        hazardous wastes, or petroleum-based materials for which investigation, testing,
        monitoring, containment, clean-up or remediation could be required under
        any
        federal, state or local law or regulation, or that if any such materials
        are
        present for which such action could be required, that it would be in the
        best
        economic interest of the Owner to take such actions with respect to the affected
        Mortgaged Property.

       

      The
        cost
        of the environmental audit report contemplated by this Section 4.16 shall
        be advanced by the Servicer, subject to the Servicer's right to be reimbursed
        therefor from the Collection Account as provided in Section 4.11(vi), such
        right of reimbursement being prior to the rights of Owner to receive any
        amount
        in the Collection Account received in respect of the affected Mortgage Loan
        or
        other Mortgage Loans.

       

      If
        the
        Servicer determines, as described above, that it is in the best economic
        interest of the Owner to take such actions as are necessary to bring any
        such
        Mortgaged Property into compliance with applicable environmental laws, or
        to
        take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes or petroleum-based
        materials affecting any such Mortgaged Property, then the Servicer shall
        take
        such action as it deems to be in the best economic interest of the Owner;
        provided that any amounts disbursed by the Servicer pursuant to this
        Section 4.16 shall constitute Servicing Advances, subject to
        Section 5.03(d). The cost of any such compliance, containment, clean-up or
        remediation shall be advanced by the Servicer, subject to the Servicer's
        right
        to be reimbursed therefor from the Collection Account as provided in
        Section 4.11(vi), such right of reimbursement being prior to the rights of
        Owner to receive any amount in the Collection Account received in respect
        of the
        affected Mortgage Loan or other Mortgage Loans.


      
        
          
          

        

        
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      (c) Proceeds
        received in connection with any Final Recovery Determination, as well as
        any
        recovery resulting from a partial collection of Insurance Proceeds, Liquidation
        Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will
        be
        applied in the following order of priority: first, to unpaid Servicing Fees;
        second, to reimburse the Servicer or any Subservicer for any related
        unreimbursed Servicing Advances pursuant to Section 4.11(iii) and Advances
        pursuant to Section 4.11(ii); third, to accrued and unpaid interest on the
        Mortgage Loan, to the date of the Final Recovery Determination, or to the
        Due
        Date prior to the Remittance Date on which such amounts are to be distributed
        if
        not in connection with a Final Recovery Determination; and fourth, as a recovery
        of principal of the Mortgage Loan. The portion of the recovery so allocated
        to
        unpaid Servicing Fees shall be reimbursed to the Servicer or any Subservicer
        pursuant to Section 4.11(iii).

       

      Section
        4.17. Release
        of Mortgage Files.

       

      (a) Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Servicer of a
        notification that payment in full shall be escrowed in a manner customary
        for
        such purposes, the Servicer shall deliver to the applicable Custodian with
        a
        copy to the Owner, in written (with two executed copies) or electronic format,
        a
        Request for Release in the form of Exhibit A hereto (which certification
        shall
        include a statement to the effect that all amounts received or to be received
        in
        connection with such payment which are required to be deposited in the
        Collection Account pursuant to Section 4.10 have been or will be so
        deposited) signed by a Servicing Officer (or in a mutually agreeable electronic
        format that will, in lieu of a signature on its face, originate from a Servicing
        Officer) and shall request delivery to it of the Mortgage File. Upon receipt
        of
        such certification and request, such Custodian shall, within three Business
        Days, release and send by overnight mail, at the expense of the Servicer,
        the
        related Mortgage File to the Servicer. The Owner agrees to indemnify the
        Servicer, out of its own funds, for any loss, liability or expense incurred
        by
        the Servicer as a proximate result of such Custodian's breach of its obligations
        pursuant to this Section 4.17. No expenses incurred in connection with any
        instrument of satisfaction or deed of reconveyance shall be chargeable to
        the
        Collection Account.

       

      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any insurance policy
        relating to the Mortgage Loans, a Custodian shall, upon any request made
        by or
        on behalf of the Servicer and delivery to such Custodian with a copy to Owner,
        in written (with two executed copies) or electronic format, of a Request
        for
        Release in the form of Exhibit A hereto signed by a Servicing Officer (or
        in a
        mutually agreeable electronic format that will, in lieu of a signature on
        its
        face, originate from a Servicing Officer), release the related Mortgage File
        to
        the Servicer within three Business Days, and the Owner shall, at the direction
        of the Servicer, execute such documents as shall be necessary to the prosecution
        of any such proceedings. Such Request for Release shall obligate the Servicer
        to
        return each and every document previously requested from the Mortgage File
        to
        such Custodian when the need therefor by the Servicer no longer exists, unless
        the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
        to
        the Mortgage Loan have been deposited in the Collection Account or the Mortgage
        File or such document has been delivered to an attorney, or to a public trustee
        or other public official as required by law, for purposes of initiating or
        pursuing legal action or other proceedings for the foreclosure of the Mortgaged
        Property either judicially or non-judicially, and the Servicer has delivered,
        or
        caused to be delivered, to such Custodian with a copy to the Owner an additional
        Request for Release certifying as to such liquidation or action or proceedings.
        Upon the request of the Owner, the Servicer shall provide notice to the Owner
        of
        the name and address of the Person to which such Mortgage File or such document
        was delivered and the purpose or purposes of such delivery. Upon receipt
        of a
        Request for Release, in written (with two executed copies) or electronic
        format,
        from a Servicing Officer stating that such Mortgage Loan was liquidated and
        that
        all amounts received or to be received in connection with such liquidation
        that
        are required to be deposited into the Collection Account have been so deposited,
        or that such Mortgage Loan has become an REO Property, such Mortgage Loan
        shall
        be released by such Custodian to the Servicer or its designee within three
        Business Days.


      
        
          
          

        

        
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      Section
        4.18. Servicing
        Compensation.

       

      As
        compensation for the activities of the Servicer hereunder, the Servicer shall
        be
        entitled to the Servicing Fee with respect to each Mortgage Loan payable
        solely
        from payments of interest in respect of such Mortgage Loan, subject to
        Section 4.22. In addition, the Servicer shall be entitled to recover unpaid
        Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation
        proceeds to the extent permitted by Section 4.11(iii) and out of amounts
        derived from the operation and sale of an REO Property to the extent permitted
        by Section 4.21. Except as provided in Section 9.07, the right to
        receive the Servicing Fee may not be transferred in whole or in part except
        in
        connection with the transfer of all of the Servicer's responsibilities and
        obligations under this Agreement; provided, however, that the Servicer may
        pay
        from the Servicing Fee any amounts due to a Subservicer pursuant to a
        Sub-Servicing Agreement entered into under Section 4.02.

       

      Additional
        servicing compensation in the form of assumption fees, late payment charges,
        insufficient funds charges, ancillary income or otherwise (other than Prepayment
        Charges) shall be retained by the Servicer only to the extent such fees or
        charges are received by the Servicer. The Servicer shall also be entitled
        pursuant to Section 4.11(iv) to withdraw from the Collection Account and
        pursuant to Section 4.21(b) to withdraw from any REO Account, as additional
        servicing compensation, interest or other income earned on deposits therein,
        subject to Section 4.12 and Section 4.21. The Servicer shall be
        required to pay all expenses incurred by it in connection with its servicing
        activities hereunder (including amounts required to be paid by the Servicer
        under the second paragraph of Section 4.14) and shall not be entitled to
        reimbursement therefor except as specifically provided herein.

       

      The
        Servicer shall be entitled to any Prepayment Interest Excess, which it may
        withdraw from the Collection Account pursuant to
        Section 4.11(viii).


      
        
          
          

        

        
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      Section
        4.19. Statement
        as to Compliance.

       

      (a) The
        Servicer shall deliver to the Owner and the Master Servicer (as defined below),
        on or before March 1st
        (or if
        not a Business Day, the immediately preceding Business Day), of each year
        beginning on March 1, 2007, an Officer's Certificate, stating that (i) a
        review
        of the activities of the Servicer during the preceding calendar year and
        of
        performance under this Agreement or similar agreements has been made under
        such
        officer's supervision, and (ii) to the best of such officer's knowledge,
        based
        on such review, the Servicer has fulfilled all its obligations under this
        Agreement throughout such year, or, if there has been a default in the
        fulfillment of any such obligation, specifying each such default known to
        such
        officer and the nature and status thereof and the action being taken by the
        Servicer to cure such default.

       

      (b) [Reserved]

       

      (c) The
        Servicer shall indemnify and hold harmless the Master Servicer and its officers,
        directors, agents and affiliates from and against any losses, damages,
        penalties, fines, forfeitures, reasonable legal fees and related costs,
        judgments and other costs and expenses arising out of or based upon a breach
        by
        the Servicer or any of its officers, directors, agents or affiliates of its
        obligations under this Section 4.19 or the negligence, bad faith or willful
        misconduct of the Servicer in connection therewith. If the indemnification
        provided for herein is unavailable or insufficient to hold harmless the Master
        Servicer, then the Servicer agrees that it shall contribute to the amount
        paid
        or payable by the Master Servicer as a result of the losses, claims, damages
        or
        liabilities of the Master Servicer in such proportion as is appropriate to
        reflect the relative fault of the Master Servicer on the one hand and the
        Servicer on the other in connection with a breach of the Servicer's obligations
        under this Section 4.19 or the Servicer's negligence, bad faith or willful
        misconduct in connection therewith.

       

      Section
        4.20. Independent
        Public Accountants' Servicing Report.

       

      Not
        later
        than March 1st
        following the end of each calendar year, commencing in 2007, the Servicer,
        at
        its expense, shall cause a nationally recognized firm of independent certified
        public accountants to furnish to the Servicer a report in a form acceptable
        for
        filing with the Securities and Exchange Commission as an exhibit to Form
        10-K or
        other required form, stating that (i) it has obtained a letter of representation
        regarding certain matters from the management of the Servicer which includes
        an
        assertion that the Servicer has complied with certain minimum residential
        mortgage loan servicing standards, identified in the Uniform Single Attestation
        Program for Mortgage Bankers established by the Mortgage Bankers Association
        of
        America, with respect to the servicing of residential mortgage loans during
        the
        most recently completed fiscal year and (ii) on the basis of an examination
        conducted by such firm in accordance with standards established by the American
        Institute of Certified Public Accountants, such representation is fairly
        stated
        in all material respects, subject to such exceptions and other qualifications
        that may be appropriate. In rendering its report such firm may rely, as to
        matters relating to the direct servicing of residential mortgage loans by
        Subservicers, upon comparable reports of firms of independent certified public
        accountants rendered on the basis of examinations conducted in accordance
        with
        the same standards (rendered within one year of such report) with respect
        to
        those Subservicers. Immediately upon receipt of such report, the Servicer
        shall
        furnish a copy of such report to the Owner and the Master Servicer, if
        applicable.


      
        
          
          

        

        
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      Section
        4.21. Title,
        Management and Disposition of REO Property.

       

      (a) The
        deed
        or certificate of sale of any REO Property shall be taken in the name of
        the
        Owner, or its nominee, subject to applicable laws. The Servicer, on behalf
        of
        the Owner, shall sell any REO Property as soon as practicable and in any
        event
        no later than the end of the third full taxable year after the taxable year
        in
        which any REMIC acquires ownership of such REO Property for purposes of
        Section 860G(a)(8) of the Code or request from the Internal Revenue
        Service, no later than 60 days before the day on which the three-year grace
        period would otherwise expire, an extension of such three-year period, unless
        the Servicer shall have delivered to the Owner an Opinion of Counsel to the
        effect that the holding by a REMIC of such REO Property subsequent to three
        years after its acquisition will not result in the imposition on any such
        REMIC
        of taxes on “prohibited transactions” thereof, as defined in Section 860F
        of the Code, or cause any REMICs created in connection with the Mortgage
        Loans
        to fail to qualify as a REMIC under Federal law at any time. The Servicer
        shall
        manage, conserve, protect and operate each REO Property for the Owner solely
        for
        the purpose of its prompt disposition and sale in a manner which does not
        cause
        such REO Property to fail to qualify as “foreclosure property” within the
        meaning of Section 860G(a)(8) of the Code or result in the receipt by any
        REMICs created in connection with the Mortgage Loans of any “income from
        non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the
        Code, or any “net income from foreclosure property” which is subject to taxation
        under the REMIC Provisions.

       

      (b) The
        Servicer shall separately account for all funds collected and received in
        connection with the operation of any REO Property and shall establish and
        maintain, or cause to be established and maintained, with respect to REO
        Properties an account held in trust for the Owner (the “REO Account”), which
        shall be an Eligible Account. The Servicer shall be permitted to allow the
        Collection Account to serve as the REO Account, subject to separate ledgers
        for
        each REO Property. The Servicer shall be entitled to retain or withdraw any
        interest income paid on funds deposited in the REO Account.

       

      (c) The
        Servicer shall have full power and authority, subject only to the specific
        requirements and prohibitions of this Agreement, to do any and all things
        in
        connection with any REO Property as are consistent with the manner in which
        the
        Servicer manages and operates similar property owned by the Servicer or any
        of
        its Affiliates, all on such terms and for such period (subject to the
        requirement of prompt disposition set forth in Section 4.21(a) as the
        Servicer deems to be in the best interests of Owner. In connection therewith,
        the Servicer shall deposit, or cause to be deposited in the clearing account
        in
        which it customarily deposits payments and collections on mortgage loans
        in
        connection with its mortgage loan servicing activities on a daily basis,
        and in
        no event more than one Business Day after the Servicer's receipt thereof,
        and
        shall thereafter deposit in the REO Account, in no event more than two Business
        Days after the Servicer's receipt thereof, all revenues received by it with
        respect to an REO Property and shall withdraw therefrom funds necessary for
        the
        proper operation, management and maintenance of such REO Property including,
        without limitation:

       

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

       

      (ii) all
        real
        estate taxes and assessments in respect of such REO Property that may result
        in
        the imposition of a lien thereon; and


      
        
          
          

        

        
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      (iii) all
        costs
        and expenses necessary to maintain, operate or dispose of such REO
        Property.

       

      To
        the
        extent that amounts on deposit in the REO Account with respect to an REO
        Property are insufficient for the purposes set forth in clauses (i) through
        (iii) above with respect to such REO Property, the Servicer shall advance
        from
        its own funds such amount as is necessary for such purposes if, but only
        if, the
        Servicer would make such advances if the Servicer owned the REO Property
        and if
        in the Servicer's judgment, the payment of such amounts will be recoverable
        from
        the rental or sale of the REO Property.

       

      Notwithstanding
        the foregoing, the Servicer shall not:

       

      (A) enter
        into, renew or extend any New Lease with respect to any REO Property, if
        the New
        Lease by its terms will give rise to any income that does not constitute
        Rents
        from Real Property;

       

      (B) authorize
        any amount to be received or accrued under any New Lease other than amounts
        that
        will constitute Rents from Real Property;

       

      (C) authorize
        any construction on any REO Property, other than the completion of a building
        or
        other improvement thereon, and then only if more than ten percent of the
        construction of such building or other improvement was completed before default
        on the related Mortgage Loan became imminent, all within the meaning of
        Section 856(e)(4)(B) of the Code; or

       

      (D) authorize
        any Person to Directly Operate any REO Property on any date more than 90
        days
        after its date of acquisition by the Owner;

       

      unless,
        in any such case, the Servicer has obtained an Opinion of Counsel, provided
        to
        the Owner to the effect that such action will not cause such REO Property
        to
        fail to qualify as “foreclosure property” within the meaning of
        Section 860G(a)(8) of the Code at any time that it is held by any REMIC, in
        which case the Servicer may take such actions as are specified in such Opinion
        of Counsel.

       

      The
        Servicer may contract with any Subcontractor for the operation and management
        of
        any REO Property, provided that:

       

      (1) the
        terms
        and conditions of any such contract shall not be inconsistent
        herewith;

       

      (2) any
        such
        contract shall require, or shall be administered to require, that the
        Subcontractor pay all costs and expenses incurred in connection with the
        operation and management of such REO Property, including those listed above,
        and
        remit all related revenues (net of such costs and expenses) to the Servicer
        as
        soon as practicable, but in no event later than thirty days following the
        receipt thereof by such Subcontractor;

       

      (3) none
        of
        the provisions of this Section 4.21(c) relating to any such contract or to
        actions taken through any such Subcontractor shall be deemed to relieve the
        Servicer of any of its duties and obligations to the Owner with respect to
        the
        operation and management of any such REO Property; and


      
        
          
          

        

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

       

      The
        Servicer shall be entitled to enter into any agreement with any Subcontractor
        performing services for it related to its duties and obligations hereunder
        for
        indemnification of the Servicer by such Subcontractor, and nothing in this
        Agreement shall be deemed to limit or modify such indemnification. The Servicer
        shall be solely liable for all fees owed by it to any such Subcontractor,
        irrespective of whether the Servicer's compensation pursuant to
        Section 4.18 is sufficient to pay such fees; provided, however, that to the
        extent that any payments made by such Subcontractor would constitute Servicing
        Advances if made by the Servicer, such amounts shall be reimbursable as
        Servicing Advances made by the Servicer.

       

      (d) In
        addition to the withdrawals permitted under Section 4.21(c), the Servicer
        may from time to time make withdrawals from the REO Account for any REO
        Property: (i) to pay itself or any Subservicer unpaid Servicing Fees in respect
        of the related Mortgage Loan; and (ii) to reimburse itself or any Subservicer
        for unreimbursed Servicing Advances and Advances made in respect of such
        REO
        Property or the related Mortgage Loan. On the Remittance Date, the Servicer
        shall withdraw from each REO Account maintained by it for distribution in
        accordance with Section 5.03, the income from the related REO Property
        received during the prior calendar month, net of any withdrawals made pursuant
        to Section 4.21(c) or this Section 4.21(d).

       

      (e) Subject
        to the time constraints set forth in Section 4.21(a), each REO Disposition
        shall be carried out by the Servicer in a manner, at such price and upon
        such
        terms and conditions as shall be normal and usual in the servicing standard
        set
        forth in Section 4.01.

       

      (f) The
        Servicer shall file information returns with respect to the receipt of mortgage
        interest received in a trade or business, reports of foreclosures and
        abandonments of any Mortgaged Property and cancellation of indebtedness income
        with respect to any Mortgaged Property as required by Sections 6050H, 6050J
        and
        6050P of the Code, respectively. Such reports shall be in form and substance
        sufficient to meet the reporting requirements imposed by such Sections 6050H,
        6050J and 6050P of the Code.

       

      Section
        4.22. Obligations
        of the Servicer in Respect of Prepayment Interest Shortfalls.

       

      Not
        later
        than 1:00 p.m. New York time on each Remittance Date, the Servicer shall
        remit
        to the Owner an amount (“Compensating Interest”) equal to the lesser of (A) the
        aggregate of the Prepayment Interest Shortfalls for the related Remittance
        Date
        and (B) one-half of its aggregate Servicing Fee received in the related Due
        Period. The Servicer shall not have the right to reimbursement for any amounts
        remitted to the Owner in respect of Compensating Interest. The Servicer shall
        not be obligated to pay Compensating Interest with respect to Relief Act
        Interest Shortfalls.


      
        
          
          

        

        
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      Section
        4.23. Solicitations.

       

      From
        and
        after the Closing Date, the Servicer agrees that it will not take any action
        or
        permit or cause any action to be taken by any of its agents and Affiliates,
        or
        by any independent contractors or independent mortgage brokerage companies
        on
        the Servicer's behalf, to personally, by telephone or mail, solicit the
        Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage
        Loan; provided, that the Servicer may solicit any Mortgagor for whom the
        Servicer has received a request for verification of mortgage, a request for
        demand for payoff, a mortgagor initiated written or verbal communication
        indicating a desire to prepay the related Mortgage Loan, another mortgage
        company has pulled a credit report on the mortgagor or the mortgagor initiates
        a
        title search; provided further, it is understood and agreed that promotions
        undertaken by the Servicer or any of its Affiliates which (i) concern optional
        insurance products or other additional products or (ii) are directed to the
        general public at large, including, without limitation, mass mailings based
        on
        commercially acquired mailing lists, newspaper, radio and television
        advertisements shall not constitute solicitation under this Section, nor
        is the
        Servicer prohibited from responding to unsolicited requests or inquiries
        made by
        a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be
        permitted to include in its monthly statements to borrowers or otherwise,
        statements regarding the availability of the Servicer's counseling services
        with
        respect to refinancing mortgage loans.

       

      Section
        4.24. Obligations
        of the Servicer in Respect of Mortgage Rates and Monthly
        Payments.

       

      In
        the
        event that a shortfall in any collection on or liability with respect to
        any
        Mortgage Loan results from or is attributable to adjustments to Mortgage
        Rates,
        Monthly Payments or Unpaid Principal Balances that were made by the Servicer
        in
        a manner not consistent with the terms of the related Mortgage Note and this
        Agreement, the Servicer, upon discovery or receipt of notice thereof,
        immediately shall deliver to the Owner for deposit in the Custodial Account
        from
        its own funds the amount of any such shortfall and, with respect to a
        Securitization Transaction, shall indemnify and hold harmless the trust fund,
        the trustee, the securities administrator, the master servicer, the depositor
        and any successor servicer in respect of any such liability. Such indemnities
        shall survive the termination or discharge of this Agreement. Notwithstanding
        the foregoing, this Section 4.24 shall not limit the ability of the Servicer
        to
        seek recovery of any such amounts from the related Mortgagor under the terms
        of
        the related Mortgage Note and Mortgage, to the extent permitted by applicable
        law.

       

      Section
        4.25. The
        Servicer Indemnification.

       

      With
        respect to any Securitization Transaction, the Servicer agrees to indemnify
        the
        certificate insurer, trustee, master servicer and the securities administrator
        from, and hold the trustee, master servicer and the securities administrator
        harmless against, any loss, liability or expense (including reasonable
        attorney’s fees and expenses) incurred by any such Person by reason of the
        Servicer’s willful misfeasance, bad faith or gross negligence in the performance
        of its duties under this Agreement or by reason of the Servicer’s reckless
        disregard of its obligations and duties under this Agreement. Such indemnity
        shall survive the termination or discharge of this Agreement and the resignation
        or removal of the certificate insurer, the Servicer, the trustee, the master
        servicer and the securities administrator. Any payment hereunder made by
        the
        Servicer to any such Person shall be from the Servicer’s own funds, without
        reimbursement from the Collection Account therefor.


      
        
          
          

        

        
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      Section
        4.26. Certificate
        Insurer Access.

       

      With
        respect to any Securitization Transaction, upon the occurrence of a trigger
        event (as defined in the related pooling and servicing agreement), the Servicer
        shall afford the certificate insurer access to its books and records concerning
        the servicing of the Mortgage Loans, and shall make servicing officers available
        to the certificate insurer to discuss the servicing of the Mortgage Loans,
        upon
        reasonable prior notice to the Servicer, and during the Servicer’s normal
        business hours.

       

      ARTICLE
        V

       

      PAYMENTS
        TO THE OWNER

       

      Section
        5.01. Remittances.

       

      On
        each
        Remittance Date, the Servicer shall remit to the Owner (A)(i) all amounts
        credited to the Collection Account as of the close of business on the preceding
        Determination Date (net of charges against or withdrawals from the Collection
        Account pursuant to Section 4.11) plus (ii) all Advances, if any, which the
        Servicer is obligated to distribute pursuant to Section 5.03; minus (B) (x)
        any amounts attributable to voluntary Principal Prepayments in full received
        after the last day of the Prepayment Period immediately preceding the related
        Remittance Date and (y) any amounts attributable to Monthly Payments collected
        but due on a Due Date or Dates subsequent to the preceding Determination
        Date.

       

      All
        remittances made to the Owner on each Remittance Date shall be made by wire
        transfer of immediately available funds to the account designated by the
        Owner
        at a bank or other entity having appropriate facilities therefor identified
        by
        the Owner to the Servicer at least two (2) Business Days prior to such
        Remittance Date.

       

      With
        respect to any remittance received by the Owner after the Business Day on
        which
        such payment was due, the Servicer shall pay to the Owner, with such remittance,
        interest on any such late payment at an annual rate equal to the federal
        funds
        rate as is publicly announced from time to time, but in no event greater
        than
        the maximum amount permitted by applicable law. Such interest shall be paid
        by
        the Servicer to the Owner on the date such late payment is made and shall
        cover
        the period commencing with the day following the Business Day on which such
        payment was due and ending with the Business Day on which such payment is
        made,
        both inclusive. Such interest shall be remitted along with such late payment.
        The payment by the Servicer of any such interest shall not be deemed an
        extension of time for payment or a waiver of any Event of Default.

       

      Section
        5.02. Reports.

       

      Not
        later
        than the 10th
        day of
        the each month (or if such 10th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        to
        the Owner by telecopy or electronic mail (or by such other means as the Servicer
        and the Owner may agree from time to time) a Remittance Report with respect
        to
        the related Remittance Date. Not later than the 10th
        day of
        each month (or if such 10th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        or
        cause to be delivered to the Owner in addition to the information provided
        on
        the Remittance Report, such other information reasonably available to it
        with
        respect to the Mortgage Loans as the Owner may reasonably
        require.


      
        
          
          

        

        
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      On
        the
        second Business Day following each Determination Date, but in no event later
        than the 18th day of each month (or, if such 18th day is not a Business Day,
        the
        preceding Business Day), the Servicer shall deliver to the Master Servicer
        by
        electronic mail (or by such other means as the Servicer and the Master Servicer
        may agree from time to time) a prepayment report with respect to the related
        Remittance Date. Such prepayment report shall include such information with
        respect to the prepayment charges as the Master Servicer may reasonable
        require.

       

      The
        Servicer is authorized to make loan-level data with respect to the Mortgage
        Loans (with personal information subject to the Gramm-Leach-Bliley Act and
        state
        consumer privacy statutes suppressed) publicly available on an SPS
        website.

       

      The
        Servicer shall prepare and file any and all tax returns, information statements
        or other filings required to be delivered to any governmental taxing authority
        pursuant to any applicable law with respect to the Mortgage Loans.

       

      Section
        5.03. Advances.

       

      (a) The
        amount of Advances to be made by the Servicer for any Remittance Date shall
        equal, subject to Section 5.03(d), the sum of (i) the aggregate amount of
        scheduled Monthly Payments (net of the related Servicing Fee), due during
        the
        related Due Period in respect of the Mortgage Loans, which scheduled Monthly
        Payments were delinquent on a contractual basis as of the Close of Business
        on
        the related Determination Date; provided however, that with respect to any
        Balloon Mortgage Loan that is delinquent on its maturity date, the Servicer
        will
        not be required to advance the related Balloon Payment but will be required
        to
        continue to make Advances in accordance with this Section 5.03 with respect
        to such Balloon Mortgage Loan in an amount equal to an assumed scheduled
        principal and interest that would otherwise be due based on the original
        amortization schedule for that Balloon Mortgage Loan (with interest at the
        Net
        Mortgage Rate) and (ii) with respect to each REO Property, which REO Property
        was acquired during or prior to the related Due Period and as to which REO
        Property an REO Disposition did not occur during the related Due Period,
        an
        amount equal to the excess, if any, of the Monthly Payment (with each interest
        portion thereof net of the related Servicing Fee) that would have been due
        on
        the related Due Date in respect of the related Mortgage Loan, over the net
        income from such REO Property transferred to the Collection Account pursuant
        to
        Section 4.21 for remittance on such Remittance Date.

       

      (b) On
        or
        before 1:00 p.m. New York time on the Remittance Date, the Servicer shall
        remit
        in immediately available funds to the Owner an amount equal to the aggregate
        amount of Advances, if any, to be made in respect of the Mortgage Loans and
        REO
        Properties on such Remittance Date either (i) from its own funds or (ii)
        from
        the Collection Account, to the extent of funds held therein for future
        distribution (in which case it will cause to be made an appropriate entry
        in the
        records of the Collection Account that amounts held for future distribution
        have
        been, as permitted by this Section 5.03, used by the Servicer in discharge
        of any such Advance) or (iii) in the form of any combination of (i) and (ii)
        aggregating the total amount of Advances to be made by the Servicer with
        respect
        to the Mortgage Loans and REO Properties. Any amounts held for future
        distribution used by the Servicer to make an Advance as permitted in the
        preceding sentence shall be appropriately reflected in the Servicer's records
        and replaced by the Servicer by deposit in the Collection Account on or before
        any future Remittance Date to the extent that the Available Funds for such
        Remittance Date (determined without regard to Advances to be made on the
        Remittance Date) shall be less than the total amount that would be distributed
        to the Owner on such Remittance Date if such amounts held for future
        distributions had not been so used to make Advances. The Owner will provide
        notice to the Servicer by telecopy by the Close of Business on any Remittance
        Date in the event that the amount remitted by the Servicer to the Owner on
        such
        date is less than the Advances required to be made by the Servicer for such
        Remittance Date, as set forth in the related Remittance Report.


      
        
          
          

        

        
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      (c) The
        obligation of the Servicer to make such Advances is mandatory, notwithstanding
        any other provision of this Agreement but subject to (d) below, and, with
        respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
        in
        full or until the recovery of all Liquidation Proceeds thereon.

       

      (d) Notwithstanding
        anything herein to the contrary, no Advance or Servicing Advance shall be
        required to be made hereunder by the Servicer if such Advance or Servicing
        Advance would, if made, constitute a Nonrecoverable Advance. The determination
        by the Servicer that it has made a Nonrecoverable Advance or that any proposed
        Advance or Servicing Advance, if made, would constitute a Nonrecoverable
        Advance, shall be evidenced by an Officers' Certificate of the Servicer
        delivered to the Owner. In addition, the Servicer shall not be obligated
        to make
        any Advances with respect to Relief Act Interest Shortfalls.

       

      ARTICLE
        VI

       

      THE
        SERVICER

       

      Section
        6.01. Liability
        of the Servicer.

       

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

       

      Section
        6.02. Merger
        or Consolidation of, or Assumption of the Obligations of, the
        Servicer.

       

      Any
        entity into which the Servicer may be merged or consolidated, or any entity
        resulting from any merger, conversion or consolidation to which the Servicer
        shall be a party, or any corporation succeeding to the business or all of
        the
        assets of the Servicer, shall be the successor of the Servicer, as the case
        may
        be, hereunder, without the execution or filing of any paper or any further
        act
        on the part of any of the parties hereto, anything herein to the contrary
        notwithstanding; provided, however, that the successor Servicer shall satisfy
        all the requirements of Section 6.06 with respect to the qualifications of
        a successor Servicer.


      
        
          
          

        

        
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      Section
        6.03. Limitation
        on Liability of the Servicer and Others.

       

      Neither
        the Servicer nor any of the directors or officers or employees or agents
        of the
        Servicer shall be under any liability to the Owner for any action taken or
        for
        refraining from the taking of any action by the Servicer in good faith pursuant
        to this Agreement, or for errors in judgment; provided, however, that this
        provision shall not protect the Servicer or any such Person against any
        liability which would otherwise be imposed by reason of its willful misfeasance,
        bad faith or negligence in the performance of duties of the Servicer or by
        reason of its reckless disregard of its obligations and duties of the Servicer
        hereunder. The Servicer and any director or officer or employee or agent
        of the
        Servicer may rely in good faith on any document of any kind prima facie properly
        executed and submitted by any Person respecting any matters arising hereunder.
        The Servicer and any director or officer or employee or agent of the Servicer
        shall be indemnified by the Owner and held harmless against any loss, liability
        or expense incurred in connection with any legal action relating to this
        Agreement or any loss, liability or expense incurred, other than any loss,
        liability or expense related to any specific Mortgage Loan or Mortgage Loans
        (except as any such loss, liability or expense shall be otherwise reimbursable
        pursuant to this Agreement) and any loss, liability or expense incurred by
        reason of its willful misfeasance, bad faith or negligence in the performance
        of
        the Servicer's duties hereunder or by reason of its reckless disregard of
        obligations and duties hereunder. The Servicer shall not be under any obligation
        to appear in, prosecute or defend any legal action unless such action is
        related
        to its respective duties under this Agreement and, in its opinion, does not
        involve it in any expense or liability; provided, however, that the Servicer
        may
        in its discretion undertake any such action which it may deem necessary or
        desirable with respect to this Agreement and the rights and duties of the
        parties hereto and the interests of the Owner hereunder. In such event, the
        reasonable legal expenses and costs of such action and any liability resulting
        therefrom (except any loss, liability or expense incurred by reason of willful
        misfeasance, bad faith or gross negligence in the performance of duties
        hereunder or by reason of reckless disregard of obligations and duties
        hereunder) shall be expenses, costs and liabilities of the Owner, and the
        Servicer shall be entitled to be reimbursed therefor from the Collection
        Account
        as and to the extent provided in Section 4.11. The Servicer's right to indemnity
        or reimbursement pursuant to this Section shall survive any resignation or
        termination of the Servicer pursuant to Section 6.04 or 7.01 with respect
        to any losses, expenses, costs or liabilities arising prior to such resignation
        or termination (or arising from events that occurred prior to such resignation
        or termination).

       

      Section
        6.04. Servicer
        Not to Resign.

       

      Subject
        to the provisions of Section 7.01 and Section 6.06, the Servicer shall
        not resign from the obligations and duties hereby imposed on it except (i)
        upon
        determination that the performance of its obligations or duties hereunder
        are no
        longer permissible under applicable law or are in material conflict by reason
        of
        applicable law with any other activities carried on by it or its subsidiaries
        or
        Affiliates, the other activities of the Servicer so causing such a conflict
        being of a type and nature carried on by the Servicer or its subsidiaries
        or
        Affiliates at the date of this Agreement or (ii) upon satisfaction of the
        following conditions: (a) the Servicer has proposed a successor servicer
        to the
        Owner in writing and such proposed successor servicer is acceptable to the
        Owner
        and (b) if any Mortgage Loan has been subject to a Securitization Transaction,
        (1) each Rating Agency shall have delivered a letter to the related trustee
        prior to the appointment of the successor servicer stating that the proposed
        appointment of such successor servicer as Servicer hereunder will not result
        in
        the reduction or withdrawal of the then current rating of any certificates
        issued with respect to such Securitization Transaction, and (2) the Servicer
        has
        obtained the prior written consent of the trustee and the certificate insurer,
        which consent shall not be unreasonably withheld; provided that in each case,
        there must be delivered to the trustee and the master servicer a letter from
        each Rating Agency to the effect that such transfer of servicing or sale
        or
        disposition of assets will not result in a qualification, withdrawal or
        downgrade of the then-current rating of any of the certificates (and with
        respect to the insured certificates, without regard to the certificate insurance
        policy). Notwithstanding the foregoing, no such resignation by the Servicer
        shall become effective until such successor servicer or, in the case of (i)
        above, the Owner shall have assumed the Servicer's responsibilities and
        obligations hereunder or the Owner shall have designated a successor servicer
        in
        accordance with Section 6.06. Any such resignation shall not relieve the
        Servicer of responsibility for any of the obligations specified in Sections
        7.01
        and 6.06 as obligations that survive the resignation or termination of the
        Servicer. Any such determination permitting the resignation of the Servicer
        shall be evidenced by an Opinion of Counsel to such effect delivered to the
        Owner.


      
        
          
          

        

        
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      Notwithstanding
        anything to the contrary herein, for so long as Select Portfolio Servicing,
        Inc.
        is the Servicer hereunder, it may pledge or assign as collateral all its
        rights,
        title and interest under this Agreement relating to the servicing and
        administration of the Mortgage Loans to a lender (the “Lender”), provided,
        that:

       

      (1) upon
        an
        Event of Default and receipt of a notice of termination by Select Portfolio
        Servicing, Inc., the Lender may direct Select Portfolio Servicing, Inc. or
        its
        designee to appoint a successor servicer pursuant to the provisions, and
        subject
        to the conditions, set forth in Section 6.06 regarding Select Portfolio
        Servicing, Inc.’s appointment of a successor servicer;

       

      (2) the
        Lender’s rights are subject to this Agreement; and

       

      (3) Select
        Portfolio Servicing, Inc. shall remain subject to termination as servicer
        under
        this Agreement pursuant to the terms hereof.

       

      Section
        6.05. Delegation
        of Duties.

       

      In
        the
        ordinary course of business, the Servicer at any time may delegate any of
        its
        duties hereunder to any Person, including any of its Affiliates, who agrees
        to
        conduct such duties in accordance with standards comparable to those set
        forth
        in Section 4.01. Such delegation shall not relieve the Servicer of its
        liabilities and responsibilities with respect to such duties and shall not
        constitute a resignation within the meaning of Section 6.04. Except as
        provided in Section 4.02, no such delegation is permitted that results in
        the delegee subservicing any Mortgage Loans. The Servicer shall provide the
        Owner with reasonable prior written notice prior to the delegation of any
        of its
        duties to any Person other than any of the Servicer's Affiliates or their
        respective successors and assigns.


      
        
          
          

        

        
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      Section
        6.06. Successor
        to the Servicer.

       

      (a) Upon
        resignation or termination of the Servicer pursuant to Section 7.01, 8.01
        or 6.04, the Owner (or such other successor Servicer as is approved by the
        Owner) shall be the successor in all respects to the Servicer in its capacity
        as
        servicer under this Agreement and the transactions set forth or provided
        for
        herein and shall be subject to all the responsibilities, duties and liabilities
        relating thereto placed on the Servicer by the terms and provisions hereof
        arising on and after its succession. Notwithstanding the above, (i) if the
        Owner
        is unwilling to act as successor Servicer or (ii) if the Owner is legally
        unable
        so to act, the Owner shall appoint or petition a court of competent jurisdiction
        to appoint a successor to the Servicer provided that such successor servicer
        shall: (1) be an established housing and home finance institution, bank or
        other
        mortgage loan or home equity loan servicer having a net worth of not less
        than
        $50,000,000; (2) be an established mortgage loan servicing institution that
        is a
        Fannie Mae and Freddie Mac approved seller/servicer; (3) with respect to
        any
        Securitization Transaction, be approved by each Rating Agency by a written
        confirmation from each Rating Agency that the appointment of such successor
        servicer would not result in the reduction or withdrawal of the then current
        rating of any outstanding class of certificates (without regard to the
        certificate insurance policy); (4) with respect to any Securitization
        Transaction, be reasonably acceptable to the certificate insurer and (5)
        shall
        assume all or any part of the responsibilities, duties or liabilities of
        the
        Servicer hereunder. 

       

      In
        connection with such appointment and assumption, the successor shall be entitled
        to receive compensation out of payments on Mortgage Loans in an amount equal
        to
        the compensation which the Servicer would otherwise have received pursuant
        to
        Section 4.18 (or such other compensation as the Owner and such successor
        shall agree, not to exceed the Servicing Fee). The appointment of a successor
        Servicer shall not affect any liability of the predecessor Servicer which
        may
        have arisen under this Agreement prior to its termination as Servicer to
        pay any
        deductible under an insurance policy pursuant to Section 4.14 or to
        reimburse the Owner pursuant to Section 4.06, nor shall any successor
        Servicer be liable for any acts or omissions of the predecessor Servicer
        or for
        any breach by such Servicer of any of its representations or warranties
        contained herein or in any related document or agreement. The Owner and such
        successor shall take such action, consistent with this Agreement, as shall
        be
        necessary to effectuate any such succession. All Servicing Transfer Costs
        shall
        be paid by the predecessor Servicer upon presentation of reasonable
        documentation of such costs, and if such predecessor Servicer defaults in
        its
        obligation to pay such costs, such costs shall be paid by the successor
        Servicer.

       

      (b) Any
        successor to the Servicer shall during the term of its service as servicer
        continue to service and administer the Mortgage Loans for the benefit of
        Owner,
        and maintain in force a policy or policies of insurance covering errors and
        omissions in the performance of its obligations as Servicer hereunder and
        a
        fidelity bond in respect of its officers, employees and agents to the same
        extent as the Servicer is so required pursuant to
        Section 4.14.

       

      Section
        6.07. Inspection.

       

      The
        Servicer, in its capacity as Servicer, shall afford the Owner, upon reasonable
        notice, during normal business hours, access to all records maintained by
        the
        Servicer in respect of its rights and obligations hereunder and access to
        officers of the Servicer responsible for such obligations. Upon request,
        the
        Servicer shall furnish to the Owner its most recent publicly available financial
        statements and such other information relating to its capacity to perform
        its
        obligations under this Agreement.


      
        
          
          

        

        
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      ARTICLE
        VII

       

      DEFAULT

       

      Section
        7.01. Events
        of Default.

       

      (a) If
        any
        one of the following events (each, an “Event of Default”) shall occur and be
        continuing:

       

      (i) (A) The
        failure by the Servicer to make any Advance which it is required to make
        hereunder; (B) any other failure by the Servicer to deposit in the
        Collection Account any deposit required to be made under the terms of this
        Agreement; (C) the failure by the Servicer to remit to the Owner any payment
        required to be made under the terms of this Agreement which, in each case,
        continues unremedied for a period of one Business Day after the date upon
        which
        written notice of such failure shall have been given to the Servicer;


       

      (ii) The
        failure by the Servicer to make any required Servicing Advance which failure
        continues unremedied for a period of 30 days, or the failure by the Servicer
        duly to observe or perform, in any material respect, any other covenants,
        obligations or agreements of the Servicer as set forth in this Agreement,
        which
        failure continues unremedied for a period of 30 days, in either case, after
        the
        date (A) on which written notice of such failure, requiring the same to be
        remedied, shall have been given to the Servicer or (B) of actual knowledge
        of
        such failure by a Servicing Officer of the Servicer; 

       

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

       

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


      
        
          
          

        

        
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      (v) The
        Servicer shall cease to meet the requirements to remain a Fannie Mae or Freddie
        Mac servicer or a HUD approved mortgagee;

       

      (vi) The
        Servicer shall fail to duly perform within the required time period, its
        obligations under Sections 4.19 and 4.20 which failure continues unremedied
        for
        a period of ten (10) days after the date on which written notice of such
        failure, requiring the same to be remedied, shall have been given to the
        Servicer by any party to this Servicing Agreement or by any master servicer
        responsible for master servicing the Mortgage Loans pursuant to a securitization
        of such Mortgage Loans; 

       

      (vii) The
        Servicer shall have been declared in material default under any consent
        agreement entered into with the Federal Trade Commission, HUD or any state
        regulatory authority, and such default (a) is not cured within forty-five
        days
        (45) days of the declaration thereof (provided that such period shall be
        extended with the consent of the Owner, which consent shall not be unreasonably
        withheld, so long as the Servicer is actively and diligently working to cure
        such default), or (b) results in the downgrade of any certificates or notes
        issued in connection with a Securitization Transaction; 

       

      (viii) The
        Servicer fails to maintain, at a minimum, its “average” or equivalent servicer
        rating from each of Standard and Poor’s Rating Services, Moody’s Investors
        Service Inc. and Fitch Ratings; or

       

      (ix) The
        Servicer shall fail to duly perform, within the required time period, its
        obligations under Sections 10.04 and 10.05.

       

      (b) then,
        and
        in each and every such case, so long as an Event of Default shall not have
        been
        remedied within the applicable grace period, the Owner may (in addition to
        whatever rights the Owner may have at law or equity to damages), by notice
        then
        given in writing to the Servicer, terminate all of the rights and obligations
        of
        the Servicer as servicer under this Agreement. The Servicer agrees to cooperate
        with the Owner (or the applicable successor Servicer) in effecting the
        termination of the responsibilities and rights of the Servicer hereunder,
        including, without limitation, the delivery to the Owner of all documents
        and
        records requested by it to enable it to assume the Servicer's functions under
        this Agreement within ten Business Days subsequent to such notice, the transfer
        within one Business Day subsequent to such notice to the Owner (or the
        applicable successor Servicer) for the administration by it of all cash amounts
        or Permitted Investments that shall at the time be held by the Servicer and
        to
        be deposited by it in the Collection Account, any REO Account or any Servicing
        Account or that have been deposited by the Servicer in such accounts or
        thereafter received by the Servicer with respect to the Mortgage Loans or
        any
        REO Property received by the Servicer. All reasonable costs and expenses
        (including attorneys' fees) incurred in connection with transferring the
        Servicing Files to the successor Servicer and amending this Agreement to
        reflect
        such succession as Servicer pursuant to this Section shall be paid by the
        predecessor Servicer upon presentation of reasonable documentation of such
        costs
        and expenses.


      
        
          
          

        

        
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      Notwithstanding
        the termination of the Servicer hereunder, the Servicer shall be entitled
        to
        reimbursement of all unpaid Servicing Fees and all unreimbursed Advances
        and
        Servicing Advances in the manner and at the times set forth herein.
        Notwithstanding the foregoing, Select Portfolio Servicing, Inc. shall have
        no
        right to direct the manner in which the servicing and administration of the
        Mortgage Loans is performed by a successor Servicer, have any right to consent
        to any action to be taken by a successor Servicer or have the right to terminate
        any successor Servicer.

       

      Section
        7.02. Waiver
        of Defaults.

       

      The
        Owner
        may waive any events permitting removal of the Servicer as servicer pursuant
        to
        this Article VII. Upon any waiver of a past default, such default shall cease
        to
        exist and any Event of Default arising therefrom shall be deemed to have
        been
        remedied for every purpose of this Agreement. No such waiver shall extend
        to any
        subsequent or other default or impair any right consequent thereto except
        to the
        extent expressly so waived.

       

      Section
        7.03. Survivability
        of Servicer Liabilities.

       

      Notwithstanding
        anything herein to the contrary, upon termination of the Servicer hereunder,
        any
        liabilities of the Servicer which accrued prior to such termination shall
        survive such termination.

       

      ARTICLE
        VIII

       

      TERMINATION

       

      Section
        8.01. Termination.

       

      The
        Owner
        may terminate, at its sole option, any rights the Servicer may have hereunder,
        without cause. Any such notice of termination shall be in writing and delivered
        to the Servicer by registered mail as provided in Section 9.03.

       

      Section
        8.02. Removal
        of Mortgage Loans from Inclusion under this Agreement upon a Whole Loan Transfer
        or a Securitization Transaction on One or More Reconstitution
        Dates.

       

      The
        Servicer and the Owner agree that with respect to some or all of the Mortgage
        Loans, the Owner may effect either:

       

      (a) one
        or
        more Whole Loan Transfers; and/or

       

      (b) one
        or
        more Securitization Transactions.

       

      With
        respect to each Whole Loan Transfer or Securitization Transaction, as the
        case
        may be, entered into by the Owner, the Servicer agrees: 


      
        
          
          

        

        
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      (i) to
        cooperate fully with the Owner and any prospective purchaser with respect
        to all
        reasonable requests and due diligence procedures and with respect to the
        preparation (including, but not limited to, the endorsement, delivery,
        assignment, and execution) of the Mortgage Loan Documents and other related
        documents, and with respect to servicing requirements reasonably requested
        by
        the rating agencies and credit enhancers;

       

      (ii) to
        execute all Reconstitution Agreements provided that each of the Servicer
        and the
        Owner is given an opportunity to review and reasonably negotiate in good
        faith
        the content of such documents not specifically referenced or provided for
        herein;

       

      (iii) to
        deliver to the Owner such information, reports, letters and certifications
        as
        are required pursuant to Article X and to indemnify the Owner and its affiliates
        as set forth in Article X;

       

      
        	 	
                (1)

              	
                to
                  deliver to, and at the request of, the Owner for inclusion in any
                  prospectus or other offering material such publicly available information
                  regarding the Servicer, its financial condition and its mortgage
                  loan
                  delinquency, foreclosure and loss experience and any additional
                  information requested by the Owner, and to deliver to the Owner
                  any
                  similar nonpublic, unaudited financial information, in which case
                  the
                  Owner shall bear the cost of having such information audited by
                  certified
                  public accountants if the Owner desires such an audit, or as is
                  otherwise
                  reasonably requested by the Owner and which the Servicer is capable
                  of
                  providing without unreasonable effort or expense, and to indemnify
                  the
                  Owner and its affiliates for material misstatements or omissions
                  contained
                  (i) in such information and (ii) on the Mortgage Loan
                  Schedule;

              


      

       

      
        	 	
                (2)

              	
                to
                  deliver to the Owner and to any Person designated by the Owner,
                  at the
                  Owner’s expense, such statements and audit letters of reputable, certified
                  public accountants pertaining to information provided by the Servicer
                  pursuant to clause 1 above as shall be reasonably requested by
                  the
                  Owner;

              


      

       

      
        	 	
                (3)

              	
                to
                  deliver to the Owner, and to any Person designated by the Owner,
                  such
                  legal documents and in-house Opinions of Counsel as are customarily
                  delivered by servicers and reasonably determined by the Owner to
                  be
                  necessary in connection with any Reconstitution, as the case may
                  be, such
                  in-house Opinions of Counsel for a Securitization Transaction to
                  be in the
                  form reasonably acceptable to the Owner, it being understood that
                  the cost
                  of any opinions of outside special counsel that may be required
                  for a
                  Reconstitution, as the case may be, shall be the responsibility
                  of the
                  Owner;

              


      

       

      
        	 	
                (4)

              	
                to
                  negotiate and execute one or more subservicing agreements between
                  the
                  Servicer and any master servicer which is generally considered
                  to be a
                  prudent master servicer in the secondary mortgage market, designated
                  by
                  the Owner in its sole discretion after consultation with the Servicer
                  and/or one or more custodial and servicing agreements among the
                  Owner, the
                  Servicer and a third party custodian/trustee which is generally
                  considered
                  to be a prudent custodian/trustee in the secondary mortgage market
                  designated by the Owner in its sole discretion after consultation
                  with the
                  Servicer, in either case for the purpose of pooling the Mortgage
                  Loans
                  with other Mortgage Loans for resale or securitization;
                  

              


      


      
        
          
          

        

        
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                (5)

              	
                in
                  connection with any securitization of any Mortgage Loans, to execute
                  a
                  pooling and servicing agreement, which pooling and servicing agreement
                  may, at the Owner’s direction, contain contractual provisions including,
                  but not limited to, a 24-day certificate payment delay (54-day
                  total
                  payment delay), servicer advances of delinquent scheduled payments
                  of
                  principal and interest through liquidation (unless deemed non-recoverable)
                  and prepayment interest shortfalls (to the extent of the monthly
                  servicing
                  fee payable thereto), servicing and mortgage loan representations
                  and
                  warranties which in form and substance conform to the representations
                  and
                  warranties in this Agreement and to secondary market standards
                  for
                  securities backed by mortgage loans similar to the Mortgage Loans
                  and such
                  provisions with regard to servicing responsibilities, investor
                  reporting,
                  segregation and deposit of principal and interest payments, custody
                  of the
                  Mortgage Loans, and other covenants as are required by the Owner
                  and one
                  or more nationally recognized rating agencies for mortgage pass-through
                  transactions. If the Owner deems it advisable at any time to pool
                  the
                  Mortgage Loans with other mortgage loans for the purpose of resale
                  or
                  securitization, the Servicer agrees to execute one or more subservicing
                  agreements between itself and a master servicer designated by the
                  Owner at
                  its sole discretion, and/or one or more servicing agreements among
                  the
                  Servicer, the Owner and a trustee designated by the Owner at its
                  sole
                  discretion, such agreements in each case incorporating terms and
                  provisions substantially identical to those described in the immediately
                  preceding paragraph; and

              


      

       

      
        	 	
                (6)

              	
                in
                  the event that the Owner appoints a credit risk manager in connection
                  with
                  a Securitization Transaction, to execute a credit risk management
                  agreement and provide reports and information reasonably required
                  by the
                  credit risk manager.

              


      

       

      All
        Mortgage Loans not sold or transferred pursuant to a Reconstitution shall
        be
        subject to this Agreement and shall continue to be serviced in accordance
        with
        the terms of this Agreement and with respect thereto this Agreement shall
        remain
        in full force and effect.


      
        
          
          

        

        
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      ARTICLE
        IX

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        9.01. Amendment.

       

      This
        Agreement may be amended from time to time by the Servicer and the Owner
        by
        written agreement signed by the Servicer, the Owner and the certificate insurer
        with respect to any Securitization Transaction, provided however, such amendment
        shall not result in a qualification, withdrawal or downgrade of the then-current
        rating of any of the certificates with respect to any Securitization Transaction
        (and with respect to the insured certificates, without regard to the certificate
        insurance policy).

       

      Section
        9.02. Governing
        Law; Jurisdiction.

       

      This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, and the obligations, rights and remedies of the parties hereunder shall
        be
        determined in accordance with such laws. With respect to any claim arising
        out
        of this Agreement, each party irrevocably submits to the exclusive jurisdiction
        of the courts of the State of New York and the United States District Court
        located in the Borough of Manhattan in The City of New York, and each party
        irrevocably waives any objection which it may have at any time to the laying
        of
        venue of any suit, action or proceeding arising out of or relating hereto
        brought in any such courts, irrevocably waives any claim that any such suit,
        action or proceeding brought in any such court has been brought in any
        inconvenient forum and further irrevocably waives the right to object, with
        respect to such claim, suit, action or proceeding brought in any such court,
        that such court does not have jurisdiction over such party, provided that
        service of process has been made by any lawful means.

       

      Section
        9.03. Notices.

       

      All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given if personally delivered at or mailed by first
        class mail, postage prepaid, by facsimile or by express delivery service,
        to (a)
        in the case of the Servicer, (i) if by overnight mail, Select Portfolio
        Servicing, Inc., 3815 South West Temple, Salt Lake City, Utah 84115-4412,
        Attention: General Counsel, facsimile number (801) 293-2555 or (ii) if by
        regular mail, P.O. Box 65250 Salt Lake City, Utah 84165-0250, Attention:
        General
        Counsel, facsimile number (801) 293-2555, or such other address or telecopy
        number as may hereafter be furnished to the Owner in writing by the Servicer,
        and (b) in the case of the Owner, DB Structured Products, Inc., 60 Wall Street,
        New York, New York 10005, Attention: Michael Commaroto (212) 250-3114. Notice
        of
        any Event of Default shall be given by telecopy and by certified
        mail.

       

      Section
        9.04. Severability
        of Provisions.

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall for any reason whatsoever be 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.


      
        
          
          

        

        
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      Section
        9.05. Article
        and Section References.

       

      All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

       

      Section
        9.06. Benefits
        of Agreement.

       

      Nothing
        in this Agreement, expressed or implied, shall give to any Person, other
        than
        the parties hereto and their successors hereunder, any benefit or any legal
        or
        equitable right, remedy or claim under this Agreement.

       

      Section
        9.07. Advance
        Facility.

       

      (a) The
        Servicer is hereby authorized to enter into a financing or other facility
        (any
        such arrangement, an “Advance Facility”) under which (1) the Servicer assigns or
        pledges to another Person (an “Advancing Person”) the Servicer's rights under
        this Agreement to be reimbursed for any Advances or Servicing Advances and/or
        (2) an Advancing Person agrees to fund (i) a portion of the purchase price
        of
        the servicing rights attributable to the Mortgage Loans or (ii) some or all
        Advances and/or Servicing Advances required to be made by the Servicer pursuant
        to this Agreement. No consent of the Owner is required before the Servicer
        may
        enter into an Advance Facility; provided, however, that the consent of the
        Owner
        shall be required before the Servicer may cause to be outstanding at one
        time
        more than one Advance Facility with respect to Advances or more than one
        Advance
        Facility with respect to Servicing Advances. Notwithstanding the existence
        of
        any Advance Facility under which an Advancing Person agrees to fund Advances
        and/or Servicing Advances on the Servicer's behalf, the Servicer shall remain
        obligated pursuant to this Agreement to make Advances and Servicing Advances
        pursuant to and as required by this Agreement, and shall not be relieved
        of such
        obligations by virtue of such Advance Facility.

       

      To
        the
        extent that an Advancing Person makes all or a portion of any Advance or
        any
        Servicing Advance and provides the Owner with notice acknowledged by the
        Servicer that such Advancing Person is entitled to reimbursement, such Advancing
        Person shall be entitled to receive reimbursement pursuant to this Agreement
        for
        such amount to the extent provided in 9.07(b). Such notice from the Advancing
        Person must specify the amount of the reimbursement and must specify which
        Section of this Agreement permits the applicable Advance or Servicing
        Advance to be reimbursed. The Owner shall be entitled to rely without
        independent investigation on the Advancing Person's statement with respect
        to
        the amount of any reimbursement pursuant to this 9.07 and with respect to
        the
        Advancing Person's statement with respect to the Section of this Agreement
        that permits the applicable Advance or Servicing Advance to be reimbursed.
        An
        Advancing Person whose obligations are limited to the making of Advances
        and/or
        Servicing Advances shall not be required to meet the qualifications of a
        Servicer or a Sub-Servicer and will not be deemed to be a Sub-Servicer under
        this Agreement.


      
        
          
          

        

        
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      (b) If
        the
        Advancing Person and the Servicer submit to the Owner the notice set forth
        in
        subsection (a) above, then the Servicer shall be permitted to pay to the
        Advancing Person reimbursements for Advances and Servicing Advances from
        the
        Collection Account to the same extent the Servicer would have been permitted
        to
        reimburse itself for such Advances and/or Servicing Advances in accordance
        with
        this Agreement prior to the remittance to the Owner.

       

      (c) All
        Advances and Servicing Advances made pursuant to the terms of this Agreement
        shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
        basis.

       

      Section
        9.08. Master
        Servicer.

       

      For
        purposes of this Agreement, including but not limited to Section 4.19 and
        Article X, any Master Servicer shall be considered a third party beneficiary
        to
        this Agreement entitled to all the rights and benefits accruing to any Master
        Servicer herein as if it were a direct party to this Agreement.

       

      Section
        9.09. Exhibits.

       

      The
        exhibits to this Agreement are hereby incorporated and made a part hereof
        and
        are an integral part of this Agreement.

       

      Section
        9.10. General
        Interpretive Principles.

       

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

       

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

       

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

       

      (iii) references
        herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
        subdivisions without reference to a document are to designated Articles,
        Sections, Subsections, Paragraphs and other subdivisions of this
        Agreement;

       

      (iv) a
        reference to a Subsection without further reference to a Section is a
        reference to such Subsection as contained in the same Section in which the
        reference appears, and this rule shall also apply to Paragraphs and other
        subdivisions;

       

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

       

      (vi) the
        term
“include” or “including” shall mean without limitation by reason of
        enumeration.


      
        
          
          

        

        
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      Section
        9.11. Reproduction
        of Documents.

       

      This
        Agreement and all documents relating thereto, including, without limitation,
        (i)
        consents, waivers and modifications which may hereafter be executed, (ii)
        documents received by any party at the closing, and (iii) financial statements,
        certificates and other information previously or hereafter furnished, may
        be
        reproduced by any photographic, photostatic, microfilm, micro-card, miniature
        photographic or other similar process. The parties agree that any such
        reproduction shall be admissible in evidence as the original itself in any
        judicial or administrative proceeding, whether or not the original is in
        existence and whether or not such reproduction was made by a party in the
        regular course of business, and that any enlargement, facsimile or further
        reproduction of such reproduction shall likewise be admissible in
        evidence.

       

      Section
        9.12. Counterparts.

       

      This
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original, and all such counterparts
        shall
        constitute one and the same instrument.

       

      Section
        9.13. Entire
        Agreement.

       

      Except
        as
        otherwise provided herein, this Agreement constitutes the entire agreement
        between the parties hereto and supersedes all rights and prior agreements
        and
        understandings, oral and written, between the parties hereto with respect
        to the
        subject matter hereof.

       

      Section
        9.14. Confidential
        Information.

       

      The
        Owner
        and the Servicer shall keep confidential and shall not divulge to any party
        the
        terms of this Agreement, unless (i) otherwise required by law or any
        governmental agency (ii) it is appropriate for the Owner or the Servicer
        to do
        so in working with legal counsel, auditors, taxing authorities and/or other
        governmental agencies or (iii) otherwise mutually agreed to by Owner and
        Servicer.

       

      ARTICLE
        X

       

      COMPLIANCE
        WITH REGULATION AB.

       

      Section
        10.01. Intent
        of the Parties; Reasonableness. 

       

      The
        Owner
        and the Servicer acknowledge and agree that the purpose of Article X of this
        Agreement is to facilitate compliance by the Owner and any Depositor with
        the
        provisions of Regulation AB and related rules and regulations of the Commission.
        Although Regulation AB is applicable by its terms only to offerings of
        asset-backed securities that are registered under the Securities Act, the
        Servicer acknowledges that investors in privately offered securities may
        require
        that the Owner or any Depositor provide comparable disclosure in unregistered
        offerings. References in this Agreement to compliance with Regulation AB
        include
        provision of comparable disclosure in private offerings. 


      
        
          
          

        

        
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      Neither
        the Owner nor any Depositor shall exercise its right to request delivery
        of
        information or other performance under these provisions other than in good
        faith, or for purposes other than compliance with the Securities Act, the
        Exchange Act and, in each case, the rules and regulations of the Commission
        thereunder (or the provision in a private offering of disclosure comparable
        to
        that required under the Securities Act) and the Sarbanes-Oxley Act. The Servicer
        acknowledges that interpretations of the requirements of Regulation AB may
        change over time, whether due to interpretive guidance provided by the
        Commission or its staff, consensus among participants in the asset-backed
        securities markets, advice of counsel, or otherwise, and agrees to comply
        with
        requests made by the Owner, any Master Servicer or any Depositor in good
        faith
        for delivery of information under these provisions on the basis of established
        and evolving interpretations of Regulation AB. In connection with any
        Securitization Transaction, the Servicer shall cooperate fully with the Owner
        and any Master Servicer to deliver to the Owner (including any of its assignees
        or designees), any Master Servicer and any Depositor, any and all statements,
        reports, certifications, records and any other information necessary in the
        good
        faith determination of the Owner, the Master Servicer or any Depositor to
        permit
        the Owner, such Master Servicer or such Depositor to comply with the provisions
        of Regulation AB, together with such disclosures relating to the Servicer,
        any
        Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans,
        reasonably believed by the Owner or any Depositor to be necessary in order
        to
        effect such compliance. In the event of any conflict between Article X and
        any
        other term or provision in this Agreement, the provisions of Article X shall
        control.

       

      The
        Owner
        (including any of its assignees or designees) shall cooperate with the Servicer
        by providing timely notice of requests for information under these provisions
        and by reasonably limiting such requests to information required, in the
        Owner’s
        reasonable judgment, to comply with Regulation AB.

       

      Section
        10.02. Additional
        Representations and Warranties of the Servicer.

       

      (a) The
        Servicer hereby represents to the Owner, to any Master Servicer and to any
        Depositor, as of the date on which information is first provided to the Owner,
        any Master Servicer or any Depositor under Section 10.03 that, except as
        disclosed in writing to the Owner, such Master Servicer or such Depositor
        prior
        to such date: (i) the Servicer is not aware and has not received notice that
        any
        default, early amortization or other performance triggering event has occurred
        as to any other securitization due to any act or failure to act of the Servicer;
        (ii) the Servicer has not been terminated as servicer in a residential mortgage
        loan securitization, either due to a servicing default or to application
        of a
        servicing performance test or trigger; (iii) no material noncompliance with
        the
        applicable servicing criteria with respect to other securitizations of
        residential mortgage loans involving the Servicer as servicer has been disclosed
        or reported by the Servicer; (iv) no material changes to the Servicer’s policies
        or procedures with respect to the servicing function it will perform under
        this
        Agreement and any Reconstitution Agreement for mortgage loans of a type similar
        to the Mortgage Loans have occurred during the three-year period immediately
        preceding the related Securitization Transaction; (v) there are no aspects
        of
        the Servicer’s financial condition that could have a material adverse effect on
        the performance by the Servicer of its servicing obligations under this
        Agreement or any Reconstitution Agreement; (vi) there are no material legal
        or
        governmental proceedings pending (or known to be contemplated) against the
        Servicer or any Subservicer; and (vii) there are no affiliations, relationships
        or transactions relating to the Servicer or any Subservicer with respect
        to any
        Securitization Transaction and any party thereto identified by the related
        Depositor of a type described in Item 1119 of Regulation AB.


      
        
          
          

        

        
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      (b) If
        so
        requested by the Owner, any Master Servicer or any Depositor on any date
        following the date on which information is first provided to the Owner, any
        Master Servicer or any Depositor under Section 10.03, the Servicer shall,
        within
        five (5) Business Days following such request, confirm in writing the accuracy
        of the representations and warranties set forth in paragraph (a) of this
        Section
        or, if any such representation and warranty is not accurate as of the date
        of
        such request, provide reasonably adequate disclosure of the pertinent facts,
        in
        writing, to the requesting party.

       

      Section
        10.03. Information
        to Be Provided by the Servicer.

       

      In
        connection with any Securitization Transaction the Servicer shall (i) within
        five (5) Business Days following request by the Owner or any Depositor, provide
        to the Owner and such Depositor (or, as applicable, cause each Subservicer
        to
        provide), in writing and in form and substance reasonably satisfactory to
        the
        Owner and such Depositor, the information and materials specified in paragraphs
        (c) and (g) of this Section, and (ii) as promptly as practicable following
        notice to or discovery by the Servicer, provide to the Owner and any Depositor
        (in writing and in form and substance reasonably satisfactory to the Owner
        and
        such Depositor) the information specified in paragraph (d) of this
        Section.

       

      (a) 
        [reserved] 

       

      (b) 
        [reserved]

       

      (c) If
        so
        requested by the Owner or any Depositor, the Servicer shall provide such
        information regarding the Servicer, as servicer of the Mortgage Loans, and
        each
        Subservicer (each of the Servicer and each Subservicer, for purposes of this
        paragraph, a “Servicer”), as is requested for the purpose of compliance with
        Items 1108, 1117 and 1119 of Regulation AB. Such information shall include,
        at a
        minimum:

       

      (A) the
        Servicer’s form of organization;

       

      (B) a
        description of how long the Servicer has been servicing residential mortgage
        loans; a general discussion of the Servicer’s experience in servicing assets of
        any type as well as a more detailed discussion of the Servicer’s experience in,
        and procedures for, the servicing function it will perform under this Agreement
        and any Reconstitution Agreements; information regarding the size, composition
        and growth of the Servicer’s portfolio of residential mortgage loans of a type
        similar to the Mortgage Loans and information on factors related to the Servicer
        that may be material, in the good faith judgment of the Owner or any Depositor,
        to any analysis of the servicing of the Mortgage Loans or the related
        asset-backed securities, as applicable, including, without
        limitation:

       

      (1) whether
        any prior securitizations of mortgage loans of a type similar to the Mortgage
        Loans involving the Servicer have defaulted or experienced an early amortization
        or other performance triggering event because of servicing during the three-year
        period immediately preceding the related Securitization
        Transaction;


      
        
          
          

        

        
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      (2) the
        extent of outsourcing the Servicer utilizes;

       

      (3) whether
        there has been previous disclosure of material noncompliance with the applicable
        servicing criteria with respect to other securitizations of residential mortgage
        loans involving the Servicer as a servicer during the three-year period
        immediately preceding the related Securitization Transaction;

       

      (4) whether
        the Servicer has been terminated as servicer in a residential mortgage loan
        securitization, either due to a servicing default or to application of a
        servicing performance test or trigger; and

       

      (5) such
        other information as the Owner or any Depositor may reasonably request for
        the
        purpose of compliance with Item 1108(b)(2) of Regulation AB;

       

      (C) a
        description of any material changes during the three-year period immediately
        preceding the related Securitization Transaction to the Servicer’s policies or
        procedures with respect to the servicing function it will perform under this
        Agreement and any Reconstitution Agreements for mortgage loans of a type
        similar
        to the Mortgage Loans;

       

      (D) information
        regarding the Servicer’s financial condition, to the extent that there is a
        material risk that an adverse financial event or circumstance involving the
        Servicer could have a material adverse effect on the performance by the Servicer
        of its servicing obligations under this Agreement or any Reconstitution
        Agreement;

       

      (E) information
        regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
        overall servicing portfolio of residential mortgage loans for the three-year
        period immediately preceding the related Securitization Transaction, which
        may
        be limited to a statement by an authorized officer of the Servicer to the
        effect
        that the Servicer has made all advances required to be made on residential
        mortgage loans serviced by it during such period, or, if such statement would
        not be accurate, information regarding the percentage and type of advances
        not
        made as required, and the reasons for such failure to advance;

       

      (F) a
        description of the Servicer’s processes and procedures designed to address any
        special or unique factors involved in servicing loans of a similar type as
        the
        Mortgage Loans;

       

      (G) a
        description of the Servicer’s processes for handling delinquencies, losses,
        bankruptcies and recoveries, such as through liquidation of mortgaged
        properties, sale of defaulted mortgage loans or workouts;

       

      (H) information
        as to how the Servicer defines or determines delinquencies and charge-offs,
        including the effect of any grace period, re-aging, restructuring, partial
        payments considered current or other practices with respect to delinquency
        and
        loss experience;

       

      (I) a
        description of any material legal or governmental proceedings pending (or
        known
        to be contemplated) against the Servicer; and


      
        
          
          

        

        
          -
            54 -

          
            

          

        

        
          
          

        

      

      (J) a
        description of any affiliation or relationship between the Servicer and any
        of
        the following parties to a Securitization Transaction, as such parties are
        identified to the Servicer by the Owner or any Depositor in writing in advance
        of such Securitization Transaction:

       

      
        	 	
                (1)

              	
                the
                  sponsor;

              


      

      
        	 	
                (2)

              	
                the
                  depositor;

              


      

      
        	 	
                (3)

              	
                the
                  issuing entity;

              


      

      
        	 	
                (4)

              	
                any
                  servicer;

              


      

      
        	 	
                (5)

              	
                any
                  trustee;

              


      

      
        	 	
                (6)

              	
                any
                  originator;

              


      

      
        	 	
                (7)

              	
                any
                  significant obligor;

              


      

      
        	 	
                (8)

              	
                any
                  enhancement or support provider;
                  and

              


      

      
        	 	
                (9)

              	
                any
                  other material transaction party.

              


      

      


      (d) For
        the
        purpose of satisfying the reporting obligation under the Exchange Act with
        respect to any class of asset-backed securities, the Servicer shall (or shall
        cause each Subservicer to) (i) provide prompt notice to the Owner, any Master
        Servicer and any Depositor in writing of (A) any material litigation or
        governmental proceedings involving the Servicer or any Subservicer, (B) any
        affiliations or relationships that develop following the closing date of
        a
        Securitization Transaction between the Servicer or any Subservicer (and any
        other parties identified in writing by the requesting party) with respect
        to
        such Securitization Transaction, (C) any Event of Default under the terms
        of
        this Agreement or any Reconstitution Agreement, (D) any merger, consolidation
        or
        sale of substantially all of the assets of the Servicer, and (E) the Servicer’s
        entry into an agreement with a Subservicer or Subcontractor to perform or
        assist
        in the performance of any of the Servicer’s obligations under this Agreement or
        any Reconstitution Agreement and (ii) provide to the Owner and any Depositor
        a
        description of such proceedings, affiliations or relationships.

       

      (e) As
        a
        condition to the succession to the Servicer or any Subservicer as servicer
        or
        subservicer under this Agreement or any Reconstitution Agreement by any Person
        (i) into which the Servicer or such Subservicer may be merged or consolidated,
        or (ii) which may be appointed as a successor to the Servicer or any
        Subservicer, the Servicer shall provide to the Owner, Master Servicer and
        any
        Depositor, at least 15 calendar days prior to the effective date of such
        succession or appointment, (x) written notice to the Owner and any Depositor
        of
        such succession or appointment and (y) in writing and in form and substance
        reasonably satisfactory to the Owner and such Depositor, all information
        reasonably requested by the Owner or any Depositor in order to comply with
        the
        Depositor’s reporting obligation under Item 6.02 of Form 8-K with respect to any
        class of asset-backed securities.

       

      (f) In
        addition to such information as the Servicer, as servicer, is obligated to
        provide pursuant to other provisions of this Agreement, not later than ten
        days
        prior to the deadline for the filing of any distribution report on Form 10-D
        in
        respect of any Securitization Transaction that includes any of the Mortgage
        Loans serviced by the Servicer or any Subservicer, the Servicer or such
        Subservicer, as applicable, shall, to the extent the Servicer or such
        Subservicer has knowledge, provide to the party responsible for filing such
        report (including, if applicable, the Master Servicer) notice of the occurrence
        of any of the following events along with all information, data, and materials
        related thereto as may be required to be included in the related distribution
        report on Form 10-D (as specified in the provisions of Regulation AB referenced
        below):


      
        
          
          

        

        
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            55 -

          
            

          

        

        
          
          

        

      

      (i) any
        material modifications, extensions or waivers of pool asset terms, fees,
        penalties or payments during the distribution period or that have cumulatively
        become material over time (Item 1121(a)(11) of Regulation AB);

       

      (ii) material
        breaches of pool asset representations or warranties or transaction covenants
        (Item 1121(a)(12) of Regulation AB); and

       

      (iii) information
        regarding new asset-backed securities issuances backed by the same pool assets,
        any pool asset changes (such as, additions, substitutions or repurchases),
        and
        any material changes in origination, underwriting or other criteria for
        acquisition or selection of pool assets (Item 1121(a)(14) of Regulation
        AB).

       

      (g) The
        Servicer shall provide to the Owner, any Master Servicer and any Depositor,
        such
        additional information as such party may reasonably request, including evidence
        of the authorization of the person signing any certification or statement,
        copies or other evidence of fidelity bond insurance and errors and omission
        insurance policy financial information and reports, and such other information
        related to the Servicer or any Subservicer or the Servicer or such Subservicer’s
        performance hereunder.

       

      Section
        10.04. Servicer
        Compliance Statement.

       

      On
        or
        before March 15 of each calendar year, commencing in 2007, the Servicer shall
        deliver to the Owner, any Master Servicer and any Depositor a statement of
        compliance addressed to the Owner, such Master Servicer and such Depositor
        and
        signed by an authorized officer of the Servicer, to the effect that (i) a
        review
        of the Servicer’s activities during the immediately preceding calendar year (or
        applicable portion thereof) and of its performance under this Agreement and
        any
        applicable Reconstitution Agreement during such period has been made under
        such
        officer’s supervision, and (ii) to the best of such officers’ knowledge, based
        on such review, the Servicer has fulfilled all of its obligations under this
        Agreement and any applicable Reconstitution Agreement in all material respects
        throughout such calendar year (or applicable portion thereof) or, if there
        has
        been a failure to fulfill any such obligation in any material respect,
        specifically identifying each such failure known to such officer and the
        nature
        and the status thereof.

       

      Section
        10.05. Report
        on Assessment of Compliance and Attestation.

       

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

       

      (i) deliver
        to the Owner, any Master Servicer and any Depositor a report (in form and
        substance reasonably satisfactory to the Owner, such Master Servicer and
        such
        Depositor) regarding the Servicer’s assessment of compliance with the Servicing
        Criteria during the immediately preceding calendar year, as required under
        Rules
        13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such
        report shall be addressed to the Owner, such Master Servicer and such Depositor
        and signed by an authorized officer of the Servicer, and shall address each
        of
        the “Applicable Servicing Criteria” specified on Exhibit F
        hereto;


      
        
          
          

        

        
          -
            56 -

          
            

          

        

        
          
          

        

      

      (ii) deliver
        to the Owner, any Master Servicer and any Depositor a report of a registered
        public accounting firm reasonably acceptable to the Owner, such Master Servicer
        and such Depositor that attests to, and reports on, the assessment of compliance
        made by the Servicer and delivered pursuant to the preceding paragraph. 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;

       

      (iii) cause
        each Subservicer, and each Subcontractor determined by the Servicer pursuant
        to
        Section 10.06(b) to be “participating in the servicing function” within the
        meaning of Item 1122 of Regulation AB, and, to the extent required of such
        Subservicer or Subcontractor under Item 1123 of Regulation AB, an annual
        compliance certificate as and when provided buy Section 10.04, to deliver
        to the
        Owner, any Master Servicer and any Depositor an assessment of compliance
        and
        accountants’ attestation as and when provided in paragraphs (a) and (b) of this
        Section; and

       

      (iv) if
        requested by the Owner, any Depositor or any Master Servicer not later than
        March 15 of the calendar year in which such certification is to be
        delivered, deliver, and cause each Subservicer and Subcontractor described
        in
        clause (iii) above to deliver, to the Owner, any Depositor, any Master Servicer
        and any other Person that will be responsible for signing the certification
        (a
“Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the
        Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)
        on
        behalf of an asset-backed issuer with respect to a Securitization Transaction
        a
        certification, signed by the appropriate officer of the Servicer, in the
        form
        attached hereto as Exhibit B.

       

      The
        Servicer acknowledges that the parties identified in clause (a)(iv) above
        may
        rely on the certification provided by the Servicer pursuant to such clause
        in
        signing a Sarbanes Certification and filing such with the Commission. Neither
        the Owner, any Depositor or any Master Servicer will request delivery of
        a
        certification under clause (a)(iv) above unless a Depositor is required under
        the Exchange Act to file an annual report on Form 10-K or any amendment thereto
        with respect to an issuing entity whose asset pool includes Mortgage
        Loans.

       

      (b) Each
        assessment of compliance provided by a Subservicer pursuant to Section
        10.05(a)(i) shall address each of the Servicing Criteria specified on a
        certification substantially in the form of Exhibit F hereto delivered to
        the
        Owner concurrently with the execution of this Agreement or, in the case of
        a
        Subservicer subsequently appointed as such, on or prior to the date of such
        appointment. An assessment of compliance provided by a Subcontractor pursuant
        to
        Section 10.05(a)(iii) need not address any elements of the Servicing Criteria
        other than those specified by the Servicer pursuant to Section
        10.06.

       

      Section
        10.06. Use
        of
        Subservicers and Subcontractors.

       

      The
        Servicer shall not hire or otherwise utilize the services of any Subservicer
        to
        fulfill any of the obligations of the Servicer as servicer under this Agreement
        or any Reconstitution Agreement unless the Servicer complies with the provisions
        of paragraph (a) of this Section. The Servicer shall not hire or otherwise
        utilize the services of any Subcontractor, and shall not permit any Subservicer
        to hire or otherwise utilize the services of any Subcontractor, to fulfill
        any
        of the obligations of the Servicer as servicer under this Agreement or any
        Reconstitution Agreement unless the Servicer complies with the provisions
        of
        paragraph (b) of this Section.


      
        
          
          

        

        
          -
            57 -

          
            

          

        

        
          
          

        

      

      (a) It
        shall
        not be necessary for the Servicer to seek the consent of the Owner, any Master
        Servicer or any Depositor to the utilization of any Subservicer. The Servicer
        shall cause any Subservicer used by the Servicer (or by any Subservicer)
        for the
        benefit of the Owner and any Depositor to comply with the provisions of this
        Section and with Sections 10.02, 10.03(c), (e), (f) and (g), 10.04, 10.05
        and
        10.07 of this Agreement to the same extent as if such Subservicer were the
        Servicer, and to provide the information required with respect to such
        Subservicer under Section 10.03(d) of this Agreement. The Servicer shall
        be
        responsible for obtaining from each Subservicer and delivering to the Owner
        and
        any Depositor any servicer compliance statement required to be delivered
        by such
        Subservicer under Section 10.04, any assessment of compliance and attestation
        required to be delivered by such Subservicer under Section 10.05 and any
        certification required to be delivered to the Person that will be responsible
        for signing the Sarbanes Certification under Section 10.05 as and when required
        to be delivered.

       

      (b) It
        shall
        not be necessary for the Servicer to seek the consent of the Owner, any Master
        Servicer or any Depositor to the utilization of any Subcontractor. The Servicer
        shall promptly upon request provide to the Owner, any Master Servicer and
        any
        Depositor (or any designee of the Depositor, such as an administrator) a
        written
        description (in form and substance satisfactory to the Owner, such Depositor
        and
        such Master Servicer) of the role and function of each Subcontractor utilized
        by
        the 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.

       

      (c) As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Servicer shall cause any such Subcontractor used by the
        Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
        to comply with the provisions of Sections 10.05 and 10.07 of this Agreement
        to
        the same extent as if such Subcontractor were the Servicer. The Servicer
        shall
        be responsible for obtaining from each Subcontractor and delivering to the
        Owner
        and any Depositor any assessment of compliance and attestation and the other
        certifications required to be delivered by such Subservicer and such
        Subcontractor under Section 10.05, in each case as and when required to be
        delivered.

       

      Section
        10.07. Indemnification;
        Remedies.

       

      (a) The
        Servicer shall indemnify the Owner, each affiliate of the Owner, and each
        of the
        following parties participating in a Securitization Transaction: each sponsor
        and issuing entity; each Person (including, but not limited to, any Master
        Servicer if applicable) responsible for the preparation, execution or filing
        of
        any report required to be filed with the Commission with respect to such
        Securitization Transaction, or for execution of a certification pursuant
        to Rule
        13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction; each broker dealer acting as underwriter, placement
        agent or initial purchaser, each Person who controls any of such parties
        or the
        Depositor (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act); and the respective present and former directors, officers,
        employees, agents and affiliates of each of the foregoing and of the Depositor
        (each, an “Indemnified Party”), and shall hold each of them harmless from and
        against any actual claims, losses, damages, penalties, fines, forfeitures,
        legal
        fees and expenses and related costs, judgments, and any other costs, fees
        and
        expenses that any of them may sustain arising out of or based
        upon:


      
        
          
          

        

        
          -
            58 -

          
            

          

        

        
          
          

        

      

      (i)(A)
        any untrue statement of a material fact contained or alleged to be contained
        in
        any information, report, certification, data, accountants’ letter or other
        material provided in written or electronic form under this Article X by or
        on
        behalf of the Servicer, or provided under this Article X by or on behalf
        of any
        Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B)
        the omission or alleged omission to state in the Servicer Information a material
        fact required to be stated in the Servicer Information or necessary in order
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading; provided, by way of clarification, that clause
        (B) of
        this paragraph shall be construed solely by reference to the Servicer
        Information and not to any other information communicated in connection with
        a
        sale or purchase of securities, without regard to whether the Servicer
        Information or any portion thereof is presented together with or separately
        from
        such other information;

       

      (ii) any
        breach by the Servicer of its obligations under this Article X, including
        particularly any failure by the Servicer, any Subservicer or Subcontractor
        to
        deliver any information, report, certification, accountants’ letter or other
        material when and as required under this Article X, including any failure
        by the
        Servicer to identify pursuant to Section 10.06(b) any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB; 

       

      (iii) any
        breach by the Servicer of a representation or warranty set forth in Section
        10.02(a) or in a writing furnished pursuant to Section 10.02(b) and made
        as of a
        date prior to the closing date of the related Securitization Transaction,
        to the
        extent that such breach is not cured by such closing date, or any breach
        by the
        Servicer of a representation or warranty in a writing furnished pursuant
        to
        Section 10.02(b) to the extent made as of a date subsequent to such closing
        date; or

       

      (iv) the
        negligence, bad faith or willful misconduct of the Servicer in connection
        with
        its performance under this Article X.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an Indemnified Party, then the Servicer agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Servicer on the other. 

       

      In
        the
        case of any failure of performance described in clause (a)(ii) of this Section,
        the Servicer shall promptly reimburse the Owner, any Depositor, as applicable,
        and each Person responsible for the preparation, execution or filing of any
        report required to be filed with the Commission with respect to such
        Securitization Transaction, or for execution of a certification pursuant
        to Rule
        13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction, for all costs reasonably incurred by each such
        party
        in order to obtain the information, report, certification, accountants’ letter
        or other material not delivered as required by the Servicer, any Subservicer
        or
        any Subcontractor.


      
        
          
          

        

        
          -
            59 -

          
            

          

        

        
          
          

        

      

      This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.

       

      (b) (i) Any
        failure by the Servicer, any Subservicer or any Subcontractor to deliver
        any
        information, report, certification, accountants’ letter or other material when
        and as required under this Article X, or any breach by the Servicer of a
        representation or warranty set forth in Section 10.02(a) or in a writing
        furnished pursuant to Section 10.02(b) and made as of a date prior to the
        closing date of the related Securitization Transaction, to the extent that
        such
        breach is not cured by such closing date, or any breach by the Servicer of
        a
        representation or warranty in a writing furnished pursuant to Section 10.02(b)
        to the extent made as of a date subsequent to such closing date, shall, except
        as provided in clause (ii) of this paragraph, immediately and automatically,
        without notice or grace period, constitute an Event of Default with respect
        to
        the Servicer under this Agreement and any applicable Reconstitution Agreement,
        and shall entitle the Owner, any Master Servicer or any Depositor, as
        applicable, in its sole discretion to terminate the rights and obligations
        of
        the Servicer as servicer under this Agreement and/or any applicable
        Reconstitution Agreement without payment (notwithstanding anything in this
        Agreement or any applicable Reconstitution Agreement to the contrary) of
        any
        compensation to the Servicer and if the Servicer is servicing any of the
        Mortgage Loans in a Securitization Transaction, appoint a successor servicer,
        in
        accordance with the related securitization agreement, reasonably acceptable
        to
        any Master Servicer of such Securitization Transaction; provided that to
        the
        extent that any provision of this Agreement and/or any applicable Reconstitution
        Agreement expressly provides for the survival of certain rights or obligations
        following termination of the Servicer as servicer, such provision shall be
        given
        effect.

       

      (ii) Any
        failure by the Servicer, any Subservicer or any Subcontractor to deliver
        any
        information, report, certification or accountants’ letter when and as required
        under Section 10.04 or 10.05, including (except as provided in the following
        paragraph) any failure by the Servicer to identify pursuant to Section 10.06(b)
        any Subcontractor “participating in the servicing function” within the meaning
        of Item 1122 of Regulation AB, shall constitute an Event of Default with
        respect
        to the Servicer, automatically, without notice and without any cure period,
        under this Agreement and any applicable Reconstitution Agreement, and shall
        entitle the Owner, any Master Servicer or any Depositor, as applicable, in
        its
        sole discretion to terminate the rights and obligations of the Servicer as
        servicer under this Agreement and/or any applicable Reconstitution Agreement
        without payment (notwithstanding anything in this Agreement to the contrary)
        of
        any compensation to the Servicer; provided that to the extent that any provision
        of this Agreement and/or any applicable Reconstitution Agreement expressly
        provides for the survival of certain rights or obligations following termination
        of the Servicer as servicer, such provision shall be given
        effect.


      
        
          
          

        

        
          -
            60 -

          
            

          

        

        
          
          

        

      

      None
        of
        the Owner, any Master Servicer, nor any Depositor shall be entitled to terminate
        the rights and obligations of the Servicer pursuant to this subparagraph
        (b)(ii)
        if a failure of the 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.

       

      (iii) The
        Servicer shall promptly reimburse the Owner (or any designee of the Owner,
        such
        as a master servicer) and any Depositor, as applicable, for all reasonable
        expenses incurred by the Owner (or such designee) or such Depositor, as such
        are
        incurred, in connection with the termination of the Servicer as servicer
        and the
        transfer of servicing of the Mortgage Loans to a successor servicer pursuant
        to
        Section 10.07(b). The provisions of this paragraph shall not limit whatever
        rights the Owner or any Depositor may have under other provisions of this
        Agreement and/or any applicable Reconstitution Agreement or otherwise, whether
        in equity or at law, such as an action for damages, specific performance
        or
        injunctive relief.

       


      
        
          
          

        

        
          -
            61 -

          
            

          

        

        
          
          

        

      

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

       

      SELECT
        PORTFOLIO SERVICING, INC.,

      as
        Servicer

       

      By: 
        __________________________

      Name:

      Title:

       

       

      DB
        STRUCTURED PRODUCTS, INC., 

      as
        Owner

       

      By: 
        __________________________

      Name:

      Title:

       

      By: 
        __________________________

      Name:

      Title:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        A-1

       

      REQUEST
        FOR RELEASE OF DOCUMENTS: WELLS FARGO

       

      
        	
                To:
                  

              	
                Wells
                  Fargo Bank, National Association

                36
                  Executive Park

                Irvine,
                  California
                  92614

              


      

       

      
        	 	
                Re:

              	
                Servicing
                  Agreement dated as of October 31, 2006 between Select Portfolio
                  Servicing,
                  Inc. as Servicer and DB Structured Products, Inc. as
                  Owner

              


      

       

      In
        connection with the servicing of the Mortgage Loans held by you as Custodian
        pursuant to a certain custodial agreement, we request the release, and hereby
        acknowledge receipt of the Mortgage File or the Mortgage Loan described below,
        for the reason indicated.

       

      Mortgage
        Loan Number:

       

      Mortgagor
        Name, Address & Zip Code:

       

      Reason
        for Requesting Documents (check one):

       

      
        	
                 

              	 	
                1.

              	
                Mortgage
                  Paid in Full

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                2.

              	
                Foreclosure

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                3.
                  

              	
                Substitution

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                4.

              	
                Other
                  Liquidation (Repurchases, etc.)

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                5.

              	
                Nonliquidation
                  

              	 	
                Reason:

              	
                 

              	 


      

      


       

      Address
        to which Custodian should deliver

      the
        Mortgage File:

       

        
          

        

      

       

        
          

        

      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      By: 
        ___________________________

      (authorized
        signer)

       

      Issuer: 
        _________________________

       

      Address: 
        _______________________

       

      Date: 
        __________________________

       

      Custodian

       

      Wells
        Fargo Bank, National Association

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

       

      
        	
                 

              	 	
                 

              
	
                Signature

              	 	
                Date

              
	 	 	 
	
                Documents
                  returned to Custodian:

              	 	 
	
                 

              	 	
                 

              
	
                Custodian

              	 	
                Date

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        A-2

       

      REQUEST
        FOR RELEASE OF DOCUMENTS: 

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY

      


      
        	
                To:

              	
                Deutsche
                  Bank National Trust Company

              
	 	
                1761
                  East St. Andrew Place

              
	 	
                Santa
                  Ana, California 92705

              


      

      


      Attn:
        Mortgage Custody [_]

      


      Re: Custodial
        Agreement, dated as of October 31, 2006, among HSBC Bank USA, National
        Association as the Trustee, Deutsche Bank National Trust Company as the
        Custodian, IndyMac
        Bank, F.S.B
        as a
        Servicer, Select Portfolio Servicing, Inc. as a Servicer and Ocwen Loan
        Servicing, LLC as a Servicer (the “Custodial Agreement”)

      


      All
        Capitalized terms used herein shall have the meaning ascribed to them in
        the
        Custodial Agreement (the “Agreement”) referenced above.

       

      In
        connection with the administration of the Mortgage Loans held by you as
        Custodian for the Trustee pursuant to the above-captioned Custodial Agreement,
        we request the release, and hereby acknowledge receipt, of the Custodial
        File
        for the Mortgage Loan described below, for the reason indicated. Further,
        any
        payments received by the Servicer or the Master Servicer, as applicable in
        connection with this request for release have been deposited in the related
        Collection Account or the Distribution Account, as applicable, for the benefit
        of the Trust.

      


      Mortgagor
        Name, Address & Zip Code:

      


      Mortgage
        Loan Number:

      


      Reason
        for Requesting Documents
        (check
        one):

      


      
        	
                 

              	 	
                1.

              	
                Mortgage
                  Paid in Full

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                2.

              	
                Foreclosure

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                3.
                  

              	
                Substitution

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                4.

              	
                Other
                  Liquidation (Repurchases, etc.)

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                5.

              	
                Nonliquidation
                  

              	 	
                Reason:

              	
                 

              	 
	 	 	 	 	 	 	 	 
	
                 

              	 	
                6.

              	
                Recordation
                  of Assignment of Mortgage

              	 	 	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Address
        to which Custodian should

      Deliver
        the Custodial File:

      __________________________________________

      _________________________________________

      __________________________________________

      


      


      By:_____________________________________

      (authorized
        signer)

      Issuer:___________________________________

      Address:_________________________________

      _________________________________

      


      Date:____________________________________

      Custodian

      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY

       

      Please
        acknowledge the execution of the above request by your signature and date
        below,
        if requested:

      


      
        	
                 

              	 	
                 

              	 
	
                Signature

              	 	
                Date

              	 
	 	 	 	 
	
                Documents
                  returned to Custodian:

              	 	 	 
	
                 

              	 	
                 

              	 
	
                Custodian

              	 	
                Date

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        B

       

      FORM
        OF
        ANNUAL CERTIFICATION

      


      I,
        the
        _______________________ of [NAME OF SERVICER] certify to [the Purchaser],
        [the
        Depositor], and the [Master Servicer] [Securities Administrator] [Trustee],
        and
        their officers, with the knowledge and intent that they will rely upon this
        certification, that:

      


      (i) I
        have
        reviewed the servicer compliance statement of the Servicer provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Servicer’s compliance with the servicing criteria
        set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
        in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
        servicing reports, officer’s certificates and other information relating to the
        servicing of the Mortgage Loans by the Servicer during 200[ ] that were
        delivered to the [Depositor] [Master Servicer] [Securities Administrator]
        [Trustee] pursuant to the Agreement (collectively, the “Servicer Servicing
        Information”);

       

      (ii) Based
        on
        my knowledge, the Servicer 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 Servicer Servicing Information;

       

      (iii) Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the [Depositor]
        [Master
        Servicer] [Securities Administrator] [Trustee];

       

      (iv) I
        am
        responsible for reviewing the activities performed by the Servicer as 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
        Servicer has fulfilled its obligations under the Agreement in all material
        respects; and

       

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



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SELECT
        PORTFOLIO SERVICING, INC.

      (Servicer)

      


      


      By: 
        ______________________

      Name:

      Title:

      Date:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        C

       

      SERVICING
        ACCOUNT LETTER AGREEMENT

       

      (date)

      
        	
                To:
                  

              	
                 

              	 
	 	
                 

              	 
	 	
                 

              	 
	 	
                (the
                  “Depository”)

              	 
	 	 	 


      

      As
        “Servicer” under the Servicing Agreement, dated as of October 31, 2006, between
        Select Portfolio Servicing, Inc. and DB Structured Products, Inc. (the
“Agreement”), we hereby authorize and request you to establish an account, as a
        Servicing Account pursuant to Section 4.09 of the Agreement, to be
        designated as “Select Portfolio Servicing, Inc. in trust for [Owner].” All
        deposits in the account shall be subject to withdrawal therefrom by order
        signed
        by the Servicer. You may refuse any deposit which would result in a violation
        of
        the requirement that the account be fully insured as described below. This
        letter is submitted to you in duplicate. Please execute and return one original
        to us.

       

      SELECT
        PORTFOLIO SERVICING, INC.


       

      By:
        _____________________________

      Name:
        

      Title:
        

       

      The
        undersigned, as “Depository,” hereby certifies that the above described account
        has been established under Account Number ___________________, at the office
        of
        the depository indicated above, and agrees to honor withdrawals on such account
        as provided above. The full amount deposited at any time in the account will
        be
        insured by the Federal Deposit Insurance Corporation or the National Credit
        Union Administration.

       

      ______________________________

      (name
        of
        Depository)

      By:
        

      Name:
        

      Title:
        


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        D

       

      COLLECTION
        ACCOUNT LETTER AGREEMENT

       

      (date)

       

      
        	
                To:
                  

              	
                 

              	 
	 	
                 

              	 
	 	
                 

              	 
	 	
                (the
                  “Depository”)

              	 
	 	 	 


      

      As
        “Servicer” under the Servicing Agreement, dated as of October 31, 2006, between
        Select Portfolio Servicing, Inc. and DB Structured Products, Inc. (the
“Agreement”), we hereby authorize and request you to establish an account, as a
        Collection Account pursuant to Section 4.10 of the Agreement, to be
        designated as “Select Portfolio Servicing, Inc. in trust for [Owner].” All
        deposits in the account shall be subject to withdrawal therefrom by order
        signed
        by the Servicer. You may refuse any deposit which would result in a violation
        of
        the requirement that the account be fully insured as described below. This
        letter is submitted to you in duplicate. Please execute and return one original
        to us.

       

      SELECT
        PORTFOLIO SERVICING, INC.

      


       

      By:
        _____________________________

      Name:
        

      Title:
        

       

      The
        undersigned, as “Depository,” hereby certifies that the above described account
        has been established under Account Number __________
at
        the
        office of the depository indicated above, and agrees to honor withdrawals
        on
        such account as provided above. The full amount deposited at any time in
        the
        account will be insured by the Federal Deposit Insurance Corporation or the
        National Credit Union Administration.

       

      ______________________________

      (name
        of
        Depository)

      By:
        

      Name:
        

      Title:
        


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        E

       

      REMITTANCE
        REPORT

       

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Servicer
                  loan number

              	
                VARCHAR2(15)

              	 	
                Individual
                  number that uniquely identifies loan as defined by
                  servicer.

              
	
                Investor
                  number 

              	
                NUMBER
                  (10,2)

              	 	
                Unique
                  number assigned to a group of loans in the servicing system.
                  

              
	
                %
                  of MI coverage

              	
                NUMBER(6,5)

              	 	
                The
                  percent of coverage provided by the PMI company in the event of
                  loss on a
                  defaulted loan.

              
	
                Actual
                  bankruptcy start date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the bankruptcy petition is filed with the
                  court.

              
	
                Actual
                  discharge date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the Discharge Order is entered in the bankruptcy
                  docket.

              
	
                Actual
                  due date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  due date of the next outstanding payment amount due from the
                  mortgagor.

              
	
                Actual
                  eviction complete date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the eviction proceedings are completed by local
                  counsel.

              
	
                Actual
                  eviction start date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the eviction proceedings are commenced by local
                  counsel.

              
	
                Actual
                  first legal date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that foreclosure counsel filed the first legal action as defined
                  by
                  state statute.

              
	
                Actual
                  MI claim amount filed

              	
                NUMBER(15,2)

              	 	
                The
                  amount of the claim that was filed by the servicer with the PMI
                  company.

              
	
                Actual
                  MI claim filed date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the claim was submitted to the PMI company.
                  

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Actual
                  redemption end date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the foreclosure redemption period expires.

              
	
                Bankruptcy
                  Case Number

              	
                VARCHAR2(15)

              	 	
                The
                  court assigned case number of the bankruptcy filed by a party with
                  interest in the property.

              
	
                Bankruptcy
                  chapter

              	
                VARCHAR2(2)
                  

                7=
                  Chapter 7 filed 

                11=
                  Chapter 11 filed 

                12=
                  Chapter 12 filed 

                13=
                  Chapter 13 filed

              	 	
                Chapter
                  of bankruptcy filed.

              
	
                Bankruptcy
                  flag

              	
                VARCHAR2(2)
                  

                Y=Active
                  Bankruptcy 

                N=No
                  Active Bankruptcy

              	 	
                Servicer
                  defined indicator that identifies that the property is an asset
                  in an
                  active bankruptcy case.

              
	
                Corporate
                  expense balance

              	
                NUMBER(10,2)

              	 	
                Total
                  of all cumulative expenses advanced by the servicer for non-escrow
                  expenses such as but not limited to: FC fees and costs, bankruptcy
                  fees
                  and costs, property preservation and property
                  inspections.

              
	
                Current
                  loan amount

              	
                NUMBER(10,2)

              	 	
                Current
                  unpaid principal balance of the loan as of the date of reporting
                  to Aurora
                  Master Servicing.

              
	
                Date
                  FC sale scheduled

              	
                DATE(MM/DD/YYYY)

              	 	
                Date
                  that the foreclosure sale is scheduled to be held.

              
	
                Date
                  relief/dismissal granted

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the dismissal or relief from stay order is entered by
                  the
                  bankruptcy court.

              
	
                Date
                  REO offer accepted

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date of acceptance of an REO offer.

              
	
                Date
                  REO offer received

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date of receipt of an REO offer.

              
	
                Delinquency
                  flag

              	
                VARCHAR2(2)
                  

                Y=
                  90+ delinq. Not in FC, Bky or Loss mit 

                N=Less
                  than 90 days delinquent

              	 	
                Servicer
                  defined indicator that indentifies that the loan is delinquent
                  but is not
                  involved in loss mitigation, foreclosure, bankruptcy or
                  REO.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Delinquency
                  value

              	
                NUMBER(10,2)

              	 	
                Value
                  obtained typically from a BPO prior to foreclosure referral not
                  related to
                  loss mitigation activity. 

              
	
                Delinquency
                  value date

              	
                DATE(MM/DD/YYYY)

              	 	
                Date
                  that the delinquency valuation amount was completed by vendor or
                  property
                  management company.

              
	
                Delinquency
                  value source

              	
                VARCHAR2(15)
                  

                BPO=
                  Broker's Price Opinion 

                Appraisal=Appraisal

              	 	
                Name
                  of vendor or management company that provided the delinquency valuation
                  amount. 

              
	
                Escrow
                  balance/advance balance

              	
                NUMBER(10,2)

              	 	
                The
                  positive or negative account balance that is dedicated to payment
                  of
                  hazard insurance, property taxes, MI, etc. (escrow items
                  only)

              
	
                First
                  Vacancydate/ Occupancy status date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  date that the most recent occupancy status was determined. Typically
                  the
                  date of the most recent property inspection.

              
	
                Foreclosure
                  actual sale date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the foreclosure sale was held.

              
	
                Foreclosure
                  attorney referral date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that the loan was referred to local counsel to begin foreclosure
                  proceedings.

              
	
                Foreclosure
                  flag

              	
                VARCHAR2(2)
                  

                Y=Active
                  foreclosure 

                N=No
                  active foreclosure

              	 	
                Servicer
                  defined indicator that identifies that the loan is involved in
                  foreclosure
                  proceedings.

              
	
                Foreclosure
                  valuation amount

              	
                NUMBER(15,2)

              	 	
                Value
                  obtained during the foreclosure process. Usually as a result of
                  a BPO and
                  typically used to calculate the bid.

              
	
                Foreclosure
                  valuation date

              	
                DATE(MM/DD/YYYY)

              	 	
                Date
                  that foreclosure valuation amount was completed by vendor or property
                  management company.

              
	
                Foreclosure
                  valuation source

              	
                VARCHAR2(80)
                  

                BPO=
                  Broker's Price Opinion 

                Appraisal=Appraisal

              	 	
                Name
                  of vendor or management company that provided the foreclosure valuation
                  amount. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Loan
                  type

              	
                VARCHAR2(2)
                  

                1=FHA
                  Residential 

                2=VA
                  Residential 

                3=Conventional
                  w/o PMI 

                4=Commercial
                  

                5=FHA
                  Project 

                6=Conventional
                  w/PMI 

                7=HUD
                  235/265 

                8=Daily
                  Simple Interest Loan 

                9=Farm
                  Loan 

                U=Unknown
                  

                S=Sub
                  prime

              	 	
                Type
                  of loan being serviced generally defined by the existence of certain
                  types
                  of insurance. (ie: FHA, VA, conventional insured, conventional
                  uninsured,
                  SBA, etc.)

              
	
                Loss
                  mit approval date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  date determined that the servicer and mortgagor agree to pursue
                  a defined
                  loss mitigation alternative.

              
	
                Loss
                  mit flag

              	
                VARCHAR2(2)
                  

                Y=
                  Active loss mitigation 

                N=No
                  active loss mitigation

              	 	
                Servicer
                  defined indicator that identifies that the loan is involved in
                  completing
                  aloss mitigation alternative. 

              
	
                Loss
                  mit removal date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  date that the mortgagor is denied loss mitigation alternatives
                  or the date
                  that the loss mitigation alternative is completed resulting in
                  a current
                  or liquidated loan.

              
	
                Loss
                  mit type

              	
                VARCHAR2(2)
                  

                L=
                  Loss Mitigation 

                LT=Ligitation
                  pending 

                NP=Pending
                  non-performing sale 

                CH=
                  Charge off 

                DI=
                  Deed in lieu 

                FB=
                  Forbearance plan 

                MO=Modification
                  

                PC=Partial
                  claim 

                SH=Short
                  sale 

                VA=VA
                  refunding 

              	 	
                The
                  defined loss mitigation alternative identified on the loss mit
                  approval
                  date.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Loss
                  mit value

              	
                NUMBER(10,2)
                  

              	 	
                Value
                  obtained typically from a BPO prior to foreclosure sale intended
                  to aid in
                  the completion of loss mitigation activity. 

              
	
                Loss
                  mit value date

              	
                DATE(MM/DD/YYYY)

              	 	
                Name
                  of vendor or management company that provided the loss mitigation
                  valuation amount. 

              
	
                Loss
                  mit value source

              	
                VARCHAR2(15)
                  

                BPO=
                  Broker's Price Opinion 

                Appraisal=Appraisal

              	 	
                Date
                  that the lostt mitigation valuation amount was completed by vendor
                  or
                  property management company.

              
	
                LPMI
                  Cost

              	
                NUMBER(7,7)

              	 	
                The
                  current premium paid to the PMI company for Lender Paid Mortgage
                  Insurance.

              
	
                MI
                  certificate number

              	
                VARCHAR2(15)

              	 	
                A
                  number that is assigned individually to the loan by the PMI company
                  at the
                  time of origination. Similar to the VA LGC/FHA Case Number in purpose.
                  

              
	
                MI
                  claim amount paid

              	
                NUMBER(15,2)

              	 	
                The
                  amount paid to the servicer by the PMI company as a result of submitting
                  an MI claim. 

              
	
                MI
                  claim funds received date

              	
                DATE(MM/DD/YYYY)

              	 	
                Actual
                  date that funds were received from the PMI company as a result
                  of
                  transmitting an MI claim.

              
	
                Occupancy
                  status

              	
                VARCHAR2(1)
                  

                O=Owner
                  occupied 

                T=Tenant
                  occupied 

                U=Unknown
                  

                V=Vacant

              	 	
                The
                  most recent status of the property regarding who if anyone is occupying
                  the property. Typically a result of a routine property
                  inspection.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Original
                  loan amount

              	
                NUMBER(10,2)

              	 	
                Amount
                  of the contractual obligations (ie: note and mortgage/deed of
                  trust).

              
	
                Original
                  value amount

              	
                NUMBER(10,2)

              	 	
                Appraised
                  value of property as of origination typically determined through
                  the
                  appraisal process.

              
	
                Origination
                  date

              	
                DATE(MM/DD/YYYY)

              	 	
                Date
                  that the contractual obligations (ie: note and mortgage/deed of
                  trust) of
                  the mortgagor was executed.

              
	
                Post
                  petition due date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  post petition due date of a loan involved in a chapter 13
                  bankruptcy.

              
	
                Property
                  condition

              	
                VARCHAR2(2)
                  

                1=
                  Excellent 

                2=Good
                  

                3=Average
                  

                4=Fair
                  

                5=Poor
                  

                6=Very
                  poor

              	 	
                Physical
                  condition of the property as most recently reported to the servicer
                  by
                  vendor or property management company.

              
	
                Property
                  type

              	
                VARCHAR2(2)
                  

                1=Single
                  family 

                2=Town
                  house 

                3=Condo
                  

                4=Multifamily
                  

                5=Other
                  

                6=Prefabricated
                  

                B=Commercial
                  

                C=Land
                  only 

                7=Mobile
                  home 

                U=Unknown
                  

                D=Farm
                  

                A=Church
                  

                P=PUD
                  

                R=Row
                  house 

                O=Co-op
                  

                M=Manufactured
                  housing 

                24=
                  2-4 family 

                CT=Condotel
                  

                MU=Mixed
                  use 

              	 	
                Type
                  of property secured by mortgage such as: single family, 2-4 unit,
                  etc.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                Reason
                  for default

              	
                VARCHAR2(3)
                  

                001=Death
                  of principal mtgr 

                002=Illness
                  of principal mtgr 

                003=Illness
                  of mtgr's family member 

                004=Death
                  of mtgr's family member 

                005=Marital
                  difficulties 

                006=Curtailment
                  of income 

                007=Excessive
                  obligations 

                008=Abandonment
                  of property 

                009=Distant
                  employee transfer 

                011=Property
                  problem 

                012=Inability
                  to sell property 

                013=Inability
                  to rent property 

                014=Military
                  service 

                015=Other
                  

                016=Unemployment
                  

                017=Business
                  failure 

                019=Casualty
                  loss 

                022=Energy-Environment
                  costs 

                023=
                  Servicing problems 

                026=
                  Payment adjustment 

                027=Payment
                  dispute 

                029=Transfer
                  ownership pending 

                030=Fraud
                  

                031=Unable
                  to contact borrower 

                INC=Incarceration

              	 	
                Cause
                  of delinquency as identified by mortgagor.

              
	
                REO
                  actual closing date 

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  actual date that the sale of the REO property closed
                  escrow.

              
	
                REO
                  flag

              	
                VARCHAR2(7)
                  

                Y=Active
                  REO 

                N=No
                  active REO 

              	 	
                Servicer
                  defined indicator that identifies that the property is now Real
                  Estate
                  Owned. 

              
	
                REO
                  list price adjustment amount

              	
                NUMBER(15,2)

              	 	
                The
                  most recent listing/pricing amount as updated by the servicer for
                  REO
                  properties. 

              
	
                REO
                  list price adjustment date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  most recent date that the servicer advised the agent to make an
                  adjustment
                  to the REO listing price.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Data
                  Field

              	
                Format

              	 	
                Data
                  Description

              
	
                REO
                  net sales proceeds

              	
                NUMBER(10,2)

              	 	
                The
                  actual REO sales price less closing costs paid. The net sales proceeds
                  are
                  identified within the HUD1 settlement statement.

              
	
                REO
                  original list date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  initial/first date that the property was listed with an agent as
                  an
                  REO.

              
	
                REO
                  original list price

              	
                NUMBER(15,2)

              	 	
                The
                  initial/first price that was used to list the property with an
                  agent as an
                  REO.

              
	
                REO
                  repaired value

              	
                NUMBER(10,2)

              	 	
                The
                  projected value of the property that is adjusted from the "as is"
                  value
                  assuming necessary repairs have been made to the property as determined
                  by
                  the vendor/property management company.

              
	
                REO
                  sales price

              	
                NUMBER(10,2)

              	 	
                Actual
                  sales price agreed upon by both the purchaser and servicer as documented
                  on the HUD1 settlement statement.

              
	
                REO
                  scheduled close date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  date that the sale of the REO property is scheduled to close
                  escrow.

              
	
                REO
                  value (as is)

              	
                NUMBER(10,2)

              	 	
                The
                  value of the property without making any repairs as determined
                  by the
                  vendor/property management copmany. 

              
	
                REO
                  value date

              	
                DATE(MM/DD/YYYY)

              	 	
                Date
                  that the vendor or management company completed the valuation of
                  the
                  property resulting in the REO value (as is).

              
	 	 	 	 
	
                REO
                  value source

              	
                VARCHAR2(15)
                  

                BPO=
                  Broker's Price Opinion 

                Appraisal=Appraisal

              	 	
                Name
                  of vendor or management company that provided the REO value (as
                  is).

              
	
                Repay
                  first due date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  due date of the first scheduled payment due under a forbearance
                  or
                  repayment plan agreed to by both the mortgagor and
                  servicer.

              
	
                Repay
                  next due date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  due date of the next outstanding payment due under a forbearance
                  or
                  repayment plan agreed to by both the mortgagor and servicer.
                  

              
	
                Repay
                  plan broken/reinstated/closed date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  servicer defined date upon which the servicer considers that the
                  plan is
                  no longer in effect as a result of plan completion or mortgagor's
                  failure
                  to remit payments as scheduled.

              
	
                Repay
                  plan created date

              	
                DATE(MM/DD/YYYY)

              	 	
                The
                  date that both the mortgagor and servicer agree to the terms of
                  a
                  forebearance or repayment plan.

              
	
                Restricted
                  escrow balance

              	
                NUMBER(10,2)

              	 	
                Money
                  held in escrow by the mortgage company through completion of repairs
                  to
                  property.

              
	
                Suspense
                  balance

              	
                NUMBER(10,2)

              	 	
                Money
                  submitted to the servicer, credited to the mortgagor's account
                  but not
                  allocated to principal, interest, escrow, etc.

              
	
                Zip
                  Code

              	
                VARCHAR2(5)

              	 	
                US
                  postal zip code that corresponds to property
                  location.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Field

              	 	
                Description

              	 	
                Decimal

              	 	
                Format
                  comment

              
	
                RPT_DATE

              	 	
                Period
                  Report Cutoff Date

              	 	
                n/a

              	 	
                YYYYMM

              
	
                Investor

              	 	
                Client
                  ID

              	 	
                n/a

              	 	
                3
                  digit alphanumeric

              
	
                Category

              	 	
                Client
                  ID 2nd level

              	 	
                n/a

              	 	
                3
                  digit alphanumeric

              
	
                loan_no

              	 	
                Servicer
                  Loan Number

              	 	
                n/a

              	 	 
	
                10
                  digit loan_no

              	 	
                Servicer
                  Loan Number in 10 digit format

              	 	
                n/a

              	 	
                10
                  digit

              
	
                inv_loanno

              	 	
                client
                  loan number

              	 	
                n/a

              	 	 
	
                int_rate

              	 	
                gross
                  scheduled interest rate

              	 	
                5

              	 	 
	
                sf_rate
                  

              	 	
                service
                  fee rate

              	 	
                5

              	 	 
	
                yield
                  

              	 	
                net
                  scheduled interest rate

              	 	
                5

              	 	 
	
                DUE_Date

              	 	
                borrower
                  due date as of cutoff

              	 	
                n/a

              	 	
                MM/DD/YY

              
	
                PI_CONst
                  

              	 	
                scheduled
                  principal and interest installment

              	 	
                2

              	 	 
	
                beg_sch_bal
                  

              	 	
                beginning
                  of month scheduled unpaid pricipal balance

              	 	
                2

              	 	 
	
                sch_Prn
                  

              	 	
                scheduled
                  pricipal installment

              	 	
                2

              	 	 
	
                Gross_Int
                  

              	 	
                scheduled
                  gross interest installment

              	 	
                2

              	 	 
	
                sch_net_int
                  

              	 	
                scheduled
                  net interest installment

              	 	
                2

              	 	 
	
                Svc_Fee
                  

              	 	
                scheduled
                  service fee

              	 	
                2

              	 	 
	
                Stop
                  Date

              	 	
                scheduled
                  installment stop advancing date

              	 	
                n/a

              	 	
                MM/DD/YY

              
	
                Stop
                  Prin 

              	 	
                current
                  month installment not advanced

              	 	
                2

              	 	 
	
                Stop
                  Int 

              	 	
                current
                  month installment not advanced

              	 	
                2

              	 	 
	
                BeG_PRN_BAL
                  

              	 	
                actual
                  beginning principal balance

              	 	
                2

              	 	 
	
                End_Prn_bal
                  

              	 	
                actual
                  ending principal balance

              	 	
                2

              	 	 
	
                prn_coll
                  

              	 	
                actual
                  principal collected during cutoff period

              	 	
                2

              	 	 
	
                int_coll
                  

              	 	
                actual
                  interest collected during cutoff period

              	 	
                2

              	 	 
	
                S_FEE_COLL
                  

              	 	
                actual
                  sf collected during cutoff period

              	 	
                2

              	 	 
	
                PIF
                  Date

              	 	
                paid
                  in full date or liquidation date

              	 	
                n/a

              	 	
                MM/DD/YY

              
	
                Pif_prin
                  

              	 	
                scheduled
                  principal payoff amount

              	 	
                2

              	 	 
	
                Curt
                  

              	 	
                actual
                  curtailment collections during cutoff

              	 	
                2

              	 	 
	
                Curt_Adj
                  

              	 	
                comp
                  interest on curtailment paid

              	 	
                2

              	 	 
	
                Pool
                  To Security 

              	 	
                pool
                  to security balance test

              	 	
                2

              	 	 
	
                Total
                  Prin Adj 

              	 	
                curtailment
                  + curtailment interest + pool to security adjustment

              	 	
                2

              	 	 
	
                Principal
                  Collections After Stop 

              	 	
                principal
                  collections on stop advance loans during period, after all advanced
                  payments have been

                repaid

              	 	
                2

              	 	 
	
                Interest
                  Collections After Stop 

              	 	
                net
                  interest collections on stop advance loans during period, after
                  all
                  advanced payments have been repaid

              	 	
                2

              	 	 
	
                PPP
                  

              	 	
                prepayment
                  penalty collections during the collection period

              	 	
                2

              	 	 
	
                Fee
                  Code W 

              	 	
                prepayment
                  penalty on curtailment collections during the collection
                  period

              	 	
                2

              	 	 
	
                Dlq_Prn
                  

              	 	
                cumulative
                  delinquent principal installments

              	 	
                2

              	 	 
	
                PrePay_Prn
                  

              	 	
                cumulative
                  prepaid principal installments

              	 	
                2

              	 	 
	
                Losses
                  

              	 	
                losses
                  on loans during the collection period

              	 	
                2

              	 	 
	
                End_Sch_bal
                  

              	 	
                ending
                  scheduled unpaid principal balance 

              	 	
                2

              	 	 
	
                REMITTANCE
                  

              	 	
                total
                  remittance amount per loan

              	 	
                2

              	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      FORM
        OF BASE LIQUIDATION REPORT

       

      
        	
                Type
                  of Liquidation:

              	
                Neg.
                  Payoff

              	
                Investor
                  Loan Number:

              
	
                Loan
                  Number:

              	 	
                Liq
                  Report Log No:

              
	
                Lien
                  Position:

              	 	
                Report
                  Date:

              
	
                REMIC
                  #

              	 	
                Ending
                  Interest Rate:

              
	
                Original
                  Amount of Loan:

              	 	
                Fixed
                  or Adjustable:

              
	
                UPB
                  Accrued Int to frcl sale:

              	 	 
	
                Advanced
                  Delinquent Interest:

              	 	 
	
                Date
                  Borrower Paid To:

              	 	 
	
                Borrower's
                  Name:

              	 	 
	
                Property
                  Address:

              	 	 
	 	 	 
	
                MSP
                  Bank/Category:

              	 	 
	
                Note
                  Date:

              	 	 
	
                Date
                  of REO:

              	 	 
	
                Disposition
                  Date:

              	 	 


      

      


      
        	 	 	 	
                Amount

              	
                Date
                  of Valuation

              	
                Type
                  of Valuation

              
	
                Market
                  Value

              	
                AS
                  IS:

              	 	 	 	 
	 	
                Repaired:

              	 	 	 	 
	
                Supplemental
                  Value

              	
                AS
                  IS:

              	 	 	 	 
	 	
                Repaired:

              	 	 	 	 
	
                REO
                  BPO Value:

              	 	 	 	 	 
	
                List
                  Price:

              	 	 	 	 	 
	
                Sales
                  Price:

              	 	 	 	 	 


      

       

      
        	
                Proceeds

              	 	
                Expenses

              	 
	
                List
                  Price:

              	 	
                Servicing
                  Advances:

              	 
	
                Sales
                  Price:

              	 	
                Payee
                  70R01 Acquisition:

              	 
	
                Broker’s
                  Commission

              	 	
                Payee
                  75R60 REO:

              	 
	
                Bonus
                  Commission:

              	 	
                Payee
                  75R49 Foreclosure:

              	 
	
                Lien
                  Purchase/Paid Off:

              	 	
                Payee
                  75 R36
                  Escrow:

              	 
	
                Seller
                  Closing Costs:

              	 	
                Payee
                  75R52 Bankruptcy:

              	 
	
                Repair
                  Costs:

              	 	
                Discrepancy
                  Amount:

              	 
	
                Seller
                  Concessions:

              	 	
                Servicing
                  Advance
                  Total:

              	 
	
                Other
                  Closing Costs:

              	 	
                Advances
                  Applied After Liquidation:

              	 
	
                Net
                  Proceeds:

              	 	
                Prior
                  Additional Advances:

              	 
	 	 	
                Escrow
                  Advance:

              	 
	
                Escrow
                  Balance:

              	 	
                Interest
                  On Advances:

              	 
	
                Suspense
                  Balance:

              	 	
                Other
                  Advances:

              	 
	
                Restricted
                  Escrow:

              	 	
                Servicing
                  Advance Holdbacks:

              	 
	
                Rental
                  Income Recevied:

              	 	
                Property
                  Inspection:

              	 
	
                Insurance
                  Settlement Received:

              	 	
                BPO:

              	 
	
                Other:

              	 	
                Lender
                  Placed
                  Insurance:

              	 
	
                Total
                  Liquidation Proceeds:

              	 	
                Utilities:

              	 
	 	 	
                REO
                  Repair Costs:

              	 
	
                Total
                  Liquidation Expenses:

              	 	
                Foreclosure
                  Fees:

              	 
	 	 	
                Bankruptcy:

              	 
	
                Net
                  Liquidation Proceeds:

              	 	
                Eviction
                  Costs:

              	 
	
                Loan
                  Principal Balance:

              	 	
                Transfer
                  Tax:

              	 
	
                Realized
                  Gain/Loss Amount:

              	 	
                Reconveyance
                  Fees:

              	 
	 	 	
                Other
                  Holdbacks:

              	 
	
                Additional
                  Proceeds Applied:

              	 	
                Demand
                  Fee:

              	 
	
                Prior
                  Additional Proceeds:

              	 	
                Total
                  Holdbacks:

              	 
	
                Loss
                  Severity:

              	 	
                Other
                  Fees (Including Fee Code B):

              	 
	 	 	
                UPB
                  Accrued Interest to
                  COE:

              	 
	
                Notes:
                  Base liq created per Eric Nelson NTH

              	
                Advanced
                  Delinquent
                  Interest:

              	 
	 	 	
                Stopped
                  Delinquent
                  Interest:

              	 
	 	 	
                Deferred
                  Interest:

              	 
	 	 	
                Additional
                  Interest:

              	 
	 	 	
                Total
                  Liquidation
                  Expenses:

              	 
	Mgr.
                Approval_____________	 	
                Corp.
                  Approval_____________ 

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      EXHIBIT
        F

      


      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


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

      


      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria

              
	
                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.

              	
                X

              
	
                1122(d)(1)(ii)

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

              	
                X

              
	
                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

              
	
                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

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                Servicing
                  Criteria

              	
                Applicable

                Servicing

                Criteria

              
	
                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

              
	
                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

              
	
                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.

              	
                 

                X

              
	
                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.

              	
                X

              
	
                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.

              	
                X

              
	
                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.

              	
                X

              
	
                1122(d)(4)(vii)

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

              	
                X

              
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a 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).

              	
                X

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria

                
	
                  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.

              	
                X

              
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s 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.

              	
                X

              
	
                1122(d)(4)(xi)

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

              	
                X

              
	
                1122(d)(4)(xii)

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

              	
                X

              
	
                1122(d)(4)(xiii)

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

              	
                X

              
	
                1122(d)(4)(xiv)

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

              	
                X

              
	
                1122(d)(4)(xv)

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

              	
                [X]

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    


    ATTACHMENT
      3

     

    Monthly
      Data

     

    BASE
      LIQUIDATION REPORT

    [SEE
      ATTACHED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Standard
      File Layout – Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	l 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
              The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit: Standard
      File Codes – Delinquency Reporting

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	·  	
              ASUM
                - Approved
                Assumption

            


    

     

    
      	·  	
              BAP
                - Borrower
                Assistance Program

            


    

     

    
      	·  	
              CO
                -
                Charge Off

            


    

     

    
      	·  	
              DIL
                - Deed-in-Lieu

            


    

     

    
      	·  	
              FFA
                -
                Formal Forbearance Agreement

            


    

     

    
      	·  	
              MOD
                -
                Loan Modification

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	·  	
              PRE
                -
                Pre-Sale

            


    

     

    
      	·  	
              SS
                -
                Short Sale

            


    

     

    
      	·  	
              MISC
                - Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    NOTE:
      Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field
      should show the current status of the property code as follows:

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

    The
      Property
      Condition
      field
      should show the last reported condition of the property as follows:


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field
      should show the Reason for Delinquency as follows: 

    


    
      	
               

              Delinquency
                Code

            	
               

              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Status Code
      field
      should show the Status of Default as follows: 

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      
         

        Standard
          File Layout - Master Servicing 

      

    

    

      
        	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              	 	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	 	 
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXECUTION
      COPY

     

     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

    


    This
      Assignment, Assumption and Recognition Agreement (“AAR
      Agreement”)
      made
      and entered into as of this 30th day of November, 2006, among DB Structured
      Products, Inc. (“Assignor”),
      ACE
      Securities Corp. (“Assignee”)
      and
      Washington Mutual Bank (in such capacity, “Company”).

    


    In
      consideration of the mutual promises contained herein the parties hereto agree
      that the residential mortgage loans (the “Assigned
      Loans”)
      listed
      on Attachment 1 annexed hereto (the “Assigned
      Loan Schedule”)
      which
      were purchased by the Assignor from Company pursuant to the Mortgage Loan
      Purchase and Sale Agreement (the “Mortgage
      Loan Purchase Agreement”),
      dated
      as of September 1, 2006, among Assignor, Company and Washington Mutual Bank
      fsb
      (“WMBFSB”)
      and
      are now serviced by Washington Mutual Bank, (in such capacity, “Servicer”)
      for
      Assignor and its successors and assigns pursuant to the Servicing Agreement,
      dated as of September 1, 2006, between Assignor and Servicer (the “Servicing
      Agreement”),
      shall
      be subject to the terms of this AAR Agreement. Capitalized terms used herein
      but
      not defined shall have the meanings ascribed to them in the Servicing Agreement.
      The Assigned Loans are being securitized pursuant to the Pooling and Servicing
      Agreement, dated as of October 31, 2006 (the “Pooling
      and Servicing Agreement”)
      among
      Assignee, as depositor, Ocwen Loan Servicing, LLC, as a servicer, HSBC Bank
      USA,
      National Association, as trustee (the “Trustee”)
      and
      Wells Fargo Bank, National Association, as master servicer (the “Master
      Servicer”)
      and
      securities administrator.

    


    Assignment
      and Assumption

     

    
      	
              1.

            	
              Assignor
                hereby grants, transfers and assigns to Assignee all of the right,
                title
                and interest of Assignor in, to and under the Servicing Agreement
                as it
                relates to the Assigned Loans and the Assignee hereby assumes all
                of the
                Assignor’s obligations with respect to the Servicing Agreement to the
                extent of the Assigned Loans from and after the date hereof. Assignor
                specifically reserves and does not assign to Assignee any right,
                title and
                interest in, to or under any mortgage loans subject to the Servicing
                Agreement other than the Assigned Loans set forth on Attachment
                1.

            


    

     

    Representations,
      Warranties and Covenants

     

    
      	2.	
              Assignor
                warrants and represents to Assignee, Servicer and Company as of the
                date
                hereof: 

            


    

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment 2 is (i) a true and accurate copy of the Servicing
                Agreement and (ii) a true and accurate copy of the Mortgage Loan
                Purchase
                Agreement, which agreements are in full force and effect as of the
                date
                hereof and the provisions of which have not been waived, amended
                or
                modified in any respect, nor has any notice of termination been given
                thereunder;

            


    

     

    
      	 	
              (b)

            	
              Assignor
                was the lawful owner of the Assigned Loans with full right to transfer
                the
                Assigned Loans and any and all of its interests, rights and obligations
                under the Servicing Agreement as they relate to the Assigned Loans,
                free
                and clear from any and all claims and encumbrances; and upon the
                transfer
                of the Assigned Loans to Assignee pursuant to the Mortgage Loan Purchase
                Agreement, dated as of November 30, 2006 (the “MLPA”),
                between Assignor and Assignee, Assignee shall have good title to
                each and
                every Assigned Loan, as well as any and all of Assignee=s
                interests, rights and obligations under the Servicing Agreement as
                they
                relate to the Assigned Loans, free and clear of any and all liens,
                claims
                and encumbrances; 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              There
                are no offsets, counterclaims or other defenses available to Company
                with
                respect to the Assigned Loans or available to Servicer with respect
                to the
                Servicing Agreement; 

            


    

     

    
      	 	
              (d)

            	
              Assignor
                has no knowledge of, and has not received notice of, any waivers
                under, or
                any modification of, any Assigned Loan;


            


    

     

    
      	 	
              (e)

            	
              Assignor
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its incorporation, and has all requisite power
                and
                authority to acquire, own and sell the Assigned Loans;
                

            


    

     

    
      	 	
              (f)

            	
              Assignor
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Assignor’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Assignor’s certificate of incorporation or
                by-laws or any legal restriction, or any material agreement or instrument
                to which Assignor is now a party or by which it is bound, or result
                in the
                violation of any law, rule, regulation, order, judgment or decree
                to which
                Assignor or its property is subject. The execution, delivery and
                performance by Assignor of this AAR Agreement and the consummation
                by it
                of the transactions contemplated hereby, have been duly authorized
                by all
                necessary corporate action on the part of Assignor. This AAR Agreement
                has
                been duly executed and delivered by Assignor and, upon the due
                authorization, execution and delivery by Assignee, Servicer and Company,
                will constitute the valid and legally binding obligation of Assignor
                enforceable against Assignor in accordance with its terms except
                as
                enforceability may be limited by bankruptcy, reorganization, insolvency,
                moratorium or other similar laws now or hereafter in effect relating
                to
                creditors' rights generally, and by general principles of equity
                regardless of whether enforceability is considered in a proceeding in
                equity or at law; and

            


    

     

    
      	 	
              (g)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Assignor in connection with the execution, delivery or performance
                by Assignor of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby. Neither Assignor nor anyone acting
                on
                its behalf has offered, transferred, pledged, sold or otherwise disposed
                of the Assigned Loans or any interest in the Assigned Loans, or solicited
                any offer to buy or accept a transfer, pledge or other disposition
                of the
                Assigned Loans, or any interest in the Assigned Loans or otherwise
                approached or negotiated with respect to the Assigned Loans, or any
                interest in the Assigned Loans 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 which would constitute a distribution
                of
                the Assigned Loans under the Securities Act of 1933, as amended (the
“1933
                Act”)
                or
                which would render the disposition of the Assigned Loans a violation
                of
                Section 5 of the 1933 Act or require registration pursuant thereto.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Assignee
                warrants and represents to, and covenants with, Assignor, Servicer
                and
                Company as of the date hereof: 

            


    

     

    
      	 	
              (a)

            	
              Assignee
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its incorporation and has all requisite power
                and
                authority to acquire, own and purchase the Assigned Loans;
                

            


    

     

    
      	 	
              (b)

            	
              Assignee
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Assignee’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Assignee’s certificate of incorporation or
                by-laws or any legal restriction, or any material agreement or instrument
                to which Assignee is now a party or by which it is bound, or result
                in the
                violation of any law, rule, regulation, order, judgment or decree
                to which
                Assignee or its property is subject. The execution, delivery and
                performance by Assignee of this AAR Agreement and the consummation
                by it
                of the transactions contemplated hereby, have been duly authorized
                by all
                necessary corporate action on the part of Assignee. This AAR Agreement
                has
                been duly executed and delivered by Assignee and, upon the due
                authorization, execution and delivery by Assignor, Servicer and Company,
                will constitute the valid and legally binding obligation of Assignee
                enforceable against Assignee in accordance with its terms except
                as
                enforceability may be limited by bankruptcy, reorganization, insolvency,
                moratorium or other similar laws now or hereafter in effect relating
                to
                creditors' rights generally, and by general principles of equity
                regardless of whether enforceability is considered in a proceeding
                in
                equity or at law; 

            


    

     

    
      	 	
              (c)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Assignee in connection with the execution, delivery or performance
                by Assignee of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby;
                and

            


    

     

    
      	 	
              (d)

            	
              Assignee
                agrees to be bound by all of the terms, covenants and conditions
                of the
                Servicing Agreement with respect to the Assigned Loans, and from
                and after
                the date hereof, Assignee assumes for the benefit of each of Assignor
                and
                Company all of Assignor’s obligations thereunder but solely with respect
                to such Assigned Loans. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Servicer
                warrants and represents to, and covenants with, Assignor and Assignee
                as
                of the date hereof: 

            


    

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment 2 is a true and accurate copy of the Servicing
                Agreement, which agreement is in full force and effect as of the
                date
                hereof and the provisions of which have not been waived, amended
                or
                modified in any respect, nor has any notice of termination been given
                thereunder; 

            


    

     

    
      	 	
              (b)

            	
              Servicer
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its formation, and has all requisite power and
                authority to service the Assigned Loans and otherwise to perform
                its
                obligations under the Servicing
                Agreement;

            


    

     

    
      	 	
              (c)

            	
              Servicer
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Servicer’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Servicer’s charter or by-laws or any legal
                restriction, or any material agreement or instrument to which Servicer
                is
                now a party or by which it is bound, or result in the violation of
                any
                law, rule, regulation, order, judgment or decree to which Servicer
                or its
                property is subject. The execution, delivery and performance by Servicer
                of this AAR Agreement and the consummation by it of the transactions
                contemplated hereby, have been duly authorized by all necessary action
                on
                the part of Servicer. This AAR Agreement has been duly executed and
                delivered by Servicer, and, upon the due authorization, execution
                and
                delivery by Assignor, Assignee and Company, will constitute the valid
                and
                legally binding obligation of Servicer, enforceable against Servicer
                in
                accordance with its terms except as enforceability may be limited
                by
                bankruptcy, reorganization, insolvency, moratorium or other similar
                laws
                now or hereafter in effect relating to creditors’ rights generally, and by
                general principles of equity regardless of whether enforceability
                is
                considered in a proceeding in equity or at
                law;

            


    

     

    
      	 	
              (d)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Servicer in connection with the execution, delivery or performance
                by Servicer of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby; 

            


    

     

    
      	 	
              (e)

            	
              No
                event has occurred as of the date hereof which would render the
                representations and warranties made by Servicer in Section 5.7 of
                the
                Servicing Agreement to be untrue in any material respect;
                

            


    

     

    
      	 	
              (f)

            	
              Servicer
                shall establish an Account and an Escrow Account under the Servicing
                Agreement with respect to the Assigned Loans separate from the Account
                and
                the Escrow Account previously established under the Servicing Agreement
                in
                favor of Assignor, and shall remit collections received on the Assigned
                Loans to such accounts. The Account and Escrow Account shall be entitled
                “Washington Mutual Bank, as servicer in trust for ACE Securities Corp.
                Home Equity Loan Trust, Series
                2006-SD3”;

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              In
                addition to the reporting requirements set forth in Section 3.2 of
                the
                Servicing Agreement, the Servicer hereby agrees to provide to the
                Master
                Servicer, promptly upon request therefore, any additional loan level
                information and data regarding the Mortgage Loans that the Master
                Servicer
                may from time to time reasonably request in order to enable the Master
                Servicer to perform its duties as set forth in the Pooling and Servicing
                Agreement, and the Master Servicer shall be entitled to rely upon
                any and
                all such information and data in the performance of its duties set
                forth
                therein. Upon notice by the Master Servicer to the Servicer that
                there
                exists a discrepancy in the information provided pursuant to Section
                3.2
                of the Servicing Agreement, or the additional information provided
                to the
                Master Servicer pursuant to this subsection, and the Servicer agrees
                with
                the amount of such discrepancy, the Servicer shall adjust the next
                succeeding monthly remittance report and the amount remitted by the
                Servicer on the next Monthly Remittance Date. If the Servicer does
                not
                agree with the determination made by the Master Servicer, then the
                Servicer shall promptly notify the Master Servicer of such disagreement
                and provide the Master Servicer with information to support its position.
                The Servicer and the Master Servicer shall cooperate to resolve any
                discrepancy on or prior to the immediately succeeding Monthly Remittance
                Date, and the Servicer will indicate the effect of such resolution
                on the
                related servicer report and shall adjust the amount remitted on such
                Monthly Remittance Date accordingly;
                and

            


    

     

    
      	 	
              (h)

            	
              (i)
                there are no aspects of Servicer’s financial condition that could
                reasonably be expected to have a material adverse impact on the
                performance by Servicer of its obligations hereunder; (ii) there
                are no
                legal proceedings pending, or known to be contemplated by governmental
                authorities, against Servicer that could be material to investors
                in the
                securities issued; and (iii) there are no affiliations, relationships
                or
                transactions relating to Servicer of a type that are described under
                Item
                1119 of Regulation AB.

            


    

    


     

    
      	
              5.

            	
              Company
                warrants and represents to, and covenant with, Assignor and Assignee
                as of
                the date hereof: 

            


    

     

    
      	 	
              (a)

            	
              Attached
                hereto as Attachment 2 is a true and accurate copy of the Mortgage
                Loan
                Purchase Agreement, which agreement is in full force and effect as
                of the
                date hereof and the provisions of which have not been waived, amended
                or
                modified in any respect, nor has any notice of termination been given
                thereunder; 

            


    

     

    
      	 	
              (b)

            	
              Company
                is duly organized, validly existing and in good standing under the
                laws of
                the jurisdiction of its formation, and has all requisite power and
                authority to perform its obligations under the AAR
                Agreement;

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              Company
                has full corporate power and authority to execute, deliver and perform
                its
                obligations under this AAR Agreement, and to consummate the transactions
                set forth herein. The consummation of the transactions contemplated
                by
                this AAR Agreement is in the ordinary course of Company’s business and
                will not conflict with, or result in a breach of, any of the terms,
                conditions or provisions of Company’s charter or by-laws or any legal
                restriction, or any material agreement or instrument to which Company
                is
                now a party or by which it is bound, or result in the violation of
                any
                law, rule, regulation, order, judgment or decree to which Company
                or its
                property is subject. The execution, delivery and performance by Company
                of
                this AAR Agreement and the consummation by it of the transactions
                contemplated hereby, have been duly authorized by all necessary action
                on
                the part of Company. This AAR Agreement has been duly executed and
                delivered by Company, and, upon the due authorization, execution
                and
                delivery by Assignor, Servicer and Assignee, will constitute the
                valid and
                legally binding obligation of Company, enforceable against Company
                in
                accordance with its terms except as enforceability may be limited
                by
                bankruptcy, reorganization, insolvency, moratorium or other similar
                laws
                now or hereafter in effect relating to creditors’ rights generally, and by
                general principles of equity regardless of whether enforceability
                is
                considered in a proceeding in equity or at law;
                and

            


    

     

    
      	 	
              (d)

            	
              No
                consent, approval, order or authorization of, or declaration, filing
                or
                registration with, any governmental entity is required to be obtained
                or
                made by Company in connection with the execution, delivery or performance
                by Company of this AAR Agreement, or the consummation by it of the
                transactions contemplated hereby.

            


    

    
 

     

    Recognition
      of Assignee

     

    
      	
              6.

            	
              From
                and after the date hereof, Servicer shall recognize Assignee as owner
                of
                the Assigned Loans, and acknowledges that the Assigned Loans will
                be part
                of a REMIC, and will service the Assigned Loans in accordance with
                the
                Servicing Agreement, as modified by this AAR Agreement, but in no
                event in
                a manner that would (i) cause any REMIC to fail to qualify as a REMIC
                or
                (ii) result in the imposition of a tax upon any REMIC (including
                but not
                limited to the tax on prohibited transactions as defined in Section
                860F(a)(2) of the Code and the tax on contributions to a REMIC set
                forth
                in Section 860G(d) of the Code). It is the intention of Assignor,
                Company,
                Servicer and Assignee that this AAR Agreement shall be binding upon
                and
                for the benefit of the respective successors and assigns of the parties
                hereto. Neither the Servicer nor Assignor shall amend or agree to
                amend,
                modify, waiver, or otherwise alter any of the terms or provisions
                of the
                Servicing Agreement which amendment, modification, waiver or other
                alteration would in any way affect the Assigned Loans without the
                prior
                written consent of the Trustee and the Master Servicer. Pursuant
                to the
                Pooling and Servicing Agreement, the Assignee will assign all of
                its
                rights under this AAR Agreement to the Trustee for the benefit of
                the
                related certificateholders.  

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Modification
      of Servicing Agreement

     

    
      	
              7.

            	
              The
                Servicer and Assignor hereby amend the Servicing Agreement with respect
                to
                the Assigned Loans as follows: 

            


    

     

    

      
        	 	
                (a)

              	
                The
                  following definitions shall be added to Article I of the
                  Servicing
                  Agreement:

              


      

       

      “Fitch:
        Fitch
        Ratings, or its successor in interest.

       

      Master
        Servicer:
        Wells
        Fargo Bank, National Association, or its successor in interest.

       

      Servicing
        Fee Rate:
        The
        annual rate at which the Servicing Fee shall be calculated for each Mortgage
        Loan, which shall be 0.27811% per annum.”

       

      
        	 	
                (b)

              	
                The
                  definition of “Business Day” in Article I of the Servicing Agreement is
                  modified by adding “, the State of Maryland, the State of Minnesota” after
                  the word “Washington”.

              


      

       

      
        	 	
                (c)

              	
                The
                  definition of “Cut-off Date” in Article I of the Servicing Agreement is
                  modified by deleting such definition in its entirety and replacing
                  it with
                  the following:

              


      

       

      “Cut-off
        Date:
        October
        31, 2006.”

       

      
        	 	
                (d)

              	
                The
                  definition of “Depositor” in Article I of the Servicing Agreement is
                  modified by deleting such definition in its entirety and replacing
                  it with
                  the following:

              


      

       

      “Depositor:
        ACE
        Securities Corp.”

       

      
        	 	
                (e)

              	
                The
                  definition of “Qualified Depository” in Article I of the Servicing
                  Agreement is modified by adding “, if acceptable to Fitch and S&P”
                  after the word “Servicer”.

              


      

       

      
        	 	
                (f)

              	
                The
                  definition of “Regulation AB” in Article I of the Servicing Agreement is
                  modified by deleting the phrase “or by the staff o the Commission” and
                  replacing it with the phrase “or by the staff of the
                  Commission”.

              


      

       

      
        	 	
                (g)

              	
                Subsection
                  3.2(a) of the Servicing Agreement is modified by deleting the words
“On or
                  before each Monthly Remittance Date” and replacing such words with “No
                  later than the tenth (10th) calendar day of each
                  month”.

              


      

       

      
        	 	
                (h)

              	
                Section
                  3.2(b) of the Servicing Agreement is hereby amended by adding the
                  following as a new subpart (d) after subpart (c)
                  thereof:

              


      

       

      (d) Not
        later
        than the 10th
        day of
        the each month (or if such 10th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        to
        the Owner by telecopy or electronic mail (or by such other means as the Servicer
        and the Owner may agree from time to time) a remittance report, covering
        the
        fields set forth on Attachment 3 hereto in the form mutually agreeable to
        the
        Servicer and the Master Servicer (a “Remittance Report”) with respect to the
        related Remittance Date. Not later than the 10th
        day of
        each month (or if such 10th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        or
        cause to be delivered to the Owner in addition to the information provided
        on
        the Remittance Report, such other information reasonably available to it
        with
        respect to the Mortgage Loans as the Owner may reasonably require.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (i)

              	
                Subsection
                  6.1(viii) is modified by deleting such subsection in its entirety
                  and
                  replacing it with the following:

              


      

       

      “(viii) any
        failure by the Servicer to perform its obligations under Section 8 within
        the
        required time period; or

       

      
        	 	
                (j)

              	
                Subsection
                  8.4(b) of the Servicing Agreement is modified by adding “, Master
                  Servicer” after each use of the word “Owner” in such
                  subpart.

              


      

       

      
        	 	
                (k)

              	
                Subsection
                  8.5(b) of the Servicing Agreement is modified by deleting such
                  subsection
                  in its entirety and replacing it with the
                  following:

              


      

       

      “For
        the
        purpose of satisfying its reporting obligation under the Exchange Act with
        respect to any class of asset-backed securities, the Servicer shall (or shall
        cause each Subservicer to) (i) promptly notify the Owner, Master Servicer
        and
        Depositor in writing of (A) any material litigation or governmental proceedings
        pending against the Servicer or any Subservicer and (B) any affiliations
        or
        relationships that develop following the closing date of a Securitization
        Transaction between the Servicer or any Subservicer and any of the parties
        specified in clause (iii) of Section 8.5(a) (and any other parties identified
        in
        writing by the requesting party) with respect to such Securitization Transaction
        and (C) any Event of Default described in Section 6.1(vi) or (vii) of this
        Agreement, and (ii) provide to the Owner, Master Servicer and Depositor a
        description of such proceedings, affiliations or relationships.”

       

      
        	 	
                (l)

              	
                Subsection
                  8.5(d) of the Servicing Agreement is modified by deleting such
                  subsection
                  in its entirety and replacing it with the
                  following:

              


      

       

      “In
        addition to such information as the Servicer, as servicer, is obligated to
        provide pursuant to other provisions of this Agreement, the Servicer or such
        Subservicer, as applicable, shall, to the extent the Servicer or such
        Subservicer has knowledge, provide to the party responsible for filing such
        report (including, if applicable, the Master Servicer) notice of the occurrence
        of any of the following events along with all information, data, and materials
        related thereto as may be required to be included in the related distribution
        report on Form 10-D (as specified in the provisions of Regulation AB referenced
        below):

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (i)
        any
        material modifications, extensions or waivers of pool asset terms, fees,
        penalties or payments during the distribution period or that have cumulatively
        become material over time (Item 1121(a)(11) of Regulation AB);

      


      (ii)
        material breaches of pool asset representations or warranties or transaction
        covenants (Item 1121(a)(12) of Regulation AB); and

      


      (iii)
        any
        repurchases of Mortgage Loans (Item 1121(a)(14) of Regulation AB).

      


      Upon
        request of the Depositor or Master Servicer, the Servicer shall provide to
        the
        Purchaser, the Master Servicer and any Depositor (A) any evidence of the
        authorization of the person signing any certification or statement and (B)
        to
        supplement the publicly available financial statements of the Servicer, such
        financial information and other information related to the Servicer or any
        Subservicer or to the Servicer’s or such Subservicer’s performance hereunder
        that can be provided without violation of any applicable law and is reasonably
        available to the Servicer without unreasonable effort or expense.”

       

      
        	 	
                (m)

              	
                Section
                  8.6 of the Servicing Agreement is modified by adding “, Master Servicer”
                  after each use of the word “Owner” in such
                  section.

              


      

       

      
        	 	
                (n)

              	
                Subsection
                  8.7(a) of the Servicing Agreement is modified by adding “, Master
                  Servicer” after each use of the word “Owner” in subparts (i), (ii) and
                  (iii) thereof.

              


      

       

      
        	 	
                (o)

              	
                Subsection
                  8.7(a) of the Servicing Agreement is further modified by deleting
                  subpart
                  (iv) in its entirety and replacing it with the
                  following:

              


      

       

      “deliver
        to the Owner, Master Servicer, such Depositor and any other Person that will
        be
        responsible for signing the certification (a “Sarbanes Certification”) required
        by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section
        302
        of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with
        respect to a Securitization Transaction a certification in the form attached
        hereto as Exhibit
        E.”

       

      
        	 	
                (p)

              	
                Section
                  8.7 of the Servicing Agreement is further modified by deleting
                  the last
                  two sentences of the last paragraph of subsection (a) thereof and
                  replacing them with the following:

              


      

       

      “None
        of
        the Owner, the Master Servicer nor any Depositor will require delivery of
        a
        certification under clause (iv) above unless such party is required under
        the
        Exchange Act to file an annual report on Form 10-K with respect to an issuing
        entity whose asset pool includes the Mortgage Loans.”

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (q)

              	
                Subsection
                  8.8(a) of the Servicing Agreement is modified by adding “, Master
                  Servicer” after the word “Owner” in the third sentence of such
                  subsection.

              


      

       

      
        	 	
                (r)

              	
                Subsection
                  8.8(b) of the Servicing Agreement is modified by adding “, Master
                  Servicer” after (i) the first use of the word “Owner” in such subsection
                  and (ii) each use of the word “Owner” in the second sentence of such
                  subsection.

              


      

       

      
        	 	
                (s)

              	
                Section
                  8.8 of the Servicing Agreement is modified by adding “, Master Servicer”
                  after the word “Owner” in the last sentence
                  thereof

              


      

       

      
        	 	
                (t)

              	
                Section
                  8.9 of the Servicing Agreement is modified by adding the phrase
                  “(including, but not limited to the Master Servicer)” after the first use
                  of the word “Person” subsection (b)
                  thereof.

              


      

       

      
        	 	
                (u)

              	
                Section
                  8.9 of the Servicing Agreement is further modified by adding the
                  following
                  at the end of subsection (b)
                  thereof:

              


      

       

      “This
        indemnification shall survive the termination of this Agreement or the
        termination of any party to this Agreement.”

      


      
        	 	
                (v)

              	
                Section
                  8.9 of the Servicing Agreement is further modified by (i) renumbering
                  subsections (c) and (d) thereof subsections (d) and (e) and (ii)
                  adding
                  the following as subsection (c)
                  thereof:

              


      

       

      “(c) (i) Any
        failure by the Servicer, any Subservicer, any Subcontractor or any Third-Party
        Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Article 8, or any
        breach by the Servicer of a representation or warranty set forth in Section
        8.4(a) or in a writing furnished pursuant to Section 8.4(b) and made as of
        a
        date prior to the closing date of the related Securitization Transaction,
        to the
        extent that such breach is not cured by such closing date, or any breach
        by the
        Servicer of a representation or warranty in a writing furnished pursuant
        to
        Section 8.4(b) to the extent made as of a date subsequent to such closing
        date,
        shall, except as provided in clause (ii) of this paragraph, immediately and
        automatically, without notice or grace period, constitute an Event of Default
        with respect to the Servicer under this Agreement and any applicable
        Reconstitution Agreement, and shall entitle the Purchaser or any Depositor,
        as
        applicable, in its sole discretion to terminate the rights and obligations
        of
        the Servicer as servicer under this Agreement and/or any applicable
        Reconstitution Agreement without payment (notwithstanding anything in this
        Agreement or any applicable Reconstitution Agreement to the contrary) of
        any
        compensation to the Servicer (and if the Servicer is servicing any of the
        Mortgage Loans in a Securitization Transaction, appoint a successor servicer
        reasonably acceptable to any Master Servicer for such Securitization
        Transaction); provided
        that to
        the extent that any provision of this Agreement and/or any applicable
        Reconstitution Agreement expressly provides for the survival of certain rights
        or obligations following termination of the Servicer as servicer, such provision
        shall be given effect.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (ii) Any
        failure by the Servicer, any Subservicer or any Subcontractor to deliver
        any
        information, report, certification or accountants’ letter when and as required
        under Sections 8.6 or 8.7, including any failure by the Servicer to identify
        pursuant to Section 8.8(b) any Subcontractor “participating in the servicing
        function” within the meaning of Item 1122 of Regulation AB, after the date on
        which such information, report, certification or accountants’ letter was
        required to be delivered shall constitute an Event of Default (notwithstanding
        any other provision in this Agreement or any Reconstitution Agreement to
        the
        contrary) with respect to the Servicer under this Agreement and any applicable
        Reconstitution Agreement, and shall entitle the Purchaser, any Master Servicer
        or any Depositor, as applicable, in its sole discretion to terminate the
        rights
        and obligations of the Servicer as servicer under this Agreement and/or any
        applicable Reconstitution Agreement without payment (notwithstanding anything
        in
        this Agreement to the contrary) of any compensation to the Servicer;
provided
        that to
        the extent that any provision of this Agreement and/or any applicable
        Reconstitution Agreement expressly provides for the survival of certain rights
        or obligations following termination of the Servicer as servicer, such provision
        shall be given effect.

       

      (iii) The
        Servicer shall promptly reimburse the Purchaser (or any designee of the
        Purchaser, such as a master servicer) and any Depositor, as applicable, for
        all
        reasonable expenses incurred by the Purchaser (or such designee) or such
        Depositor, as such are incurred, in connection with the termination of the
        Servicer as servicer and the transfer of servicing of the Mortgage Loans
        to a
        successor servicer. The provisions of this paragraph shall not limit whatever
        rights the Purchaser or any Depositor may have under other provisions of
        this
        Agreement and/or any applicable Reconstitution Agreement or otherwise, whether
        in equity or at law, such as an action for damages, specific performance
        or
        injunctive relief;”

       

      


      
        	 	
                (w)

              	
                Article
                  VIII of the Servicing Agreement is modified by adding the following
                  as
                  Section 8.11:

              


      

       

      Section
        8.11 Third
        Party Beneficiary.

       

      For
        purposes of this Agreement, the Master Servicer shall be considered a third
        party beneficiary to this Agreement entitled to all the rights and benefits
        accruing to the Master Servicer herein as if it were a direct party to this
        Agreement.

       

    

    Miscellaneous

     

    
      	
              8.

            	
              All
                demands, notices and communications related to the Assigned Loans,
                the
                Servicing Agreement and this AAR Agreement shall be in writing and
                shall
                be deemed to have been duly given if personally delivered at or mailed
                by
                registered mail, postage prepaid, as follows:


            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    In
      the
      case of Company,

     

    Washington
      Mutual Bank

    1301
      Second Avenue, WMC 1401

    Seattle,
      WA 98101

    Attn:
      General Counsel

     

    In
      the
      case of Servicer,

     

    Washington
      Mutual Bank 

    11200
      W.
      Parkland Ave.

    Milwaukee,
      Wisconsin 53224

    Attention:
      [Investor Reporting]

    Telephone:
      (414) 359-5431

    Facsimile:
      (414) 359-5327

    


    In
      the
      case of Assignor,

     

    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York 10005

    Attn:
       Susan
      Valenti

     

    In
      the
      case of Assignee,

     

    ACE
      Securities Corp.

    6525
      Morrison Boulevard, Suite 318 

    Charlotte,
      North Carolina 28211

    Attention:
      Doris Hearn

    


    In
      the
      case of Master Servicer,

     

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Manager - ACE 2006-SD3

    Telecopier:
      (410) 715-2380

    


    
      	
              9.

            	
              Each
                party will pay any commissions, fees and expenses, including attorney’s
                fees, it has incurred and the Assignor shall pay the fees of its
                attorneys
                and the reasonable fees of the attorneys of the Assignee in connection
                with the negotiations for, documenting of and closing of the transactions
                contemplated by this AAR Agreement.


            


    

     

    
      	
              10.

            	
              The
                Servicer hereby acknowledges that Wells Fargo Bank, N.A. has been
                appointed as the Master Servicer of the Assigned Loans pursuant to
                the
                Pooling and Servicing Agreement and, therefore, has the right to
                enforce
                all obligations of the Servicer under the Servicing Agreement. Such
                rights
                will include, without limitation, the right to terminate the Servicer
                under the Servicing Agreement upon the occurrence of an Event of
                Default
                thereunder, the right to receive all remittances required to be made
                by
                the Servicer under the Servicing Agreement, the right to receive
                all
                monthly reports and other data required to be delivered by the Servicer
                under the Servicing Agreement, the right to examine the books and
                records
                of the Servicer, indemnification rights and the right to exercise
                certain
                rights of consent and approval relating to actions taken by the
                Servicer.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              11.

            	
              The
                parties hereto acknowledge and agree that the Assignor shall deposit
                $_____________ (the “Initial Deposit”) into the Distribution Account
                established under the Pooling and Servicing Agreement on the Closing
                Date.
                The Initial Deposit shall represent any Monthly Payments due with
                respect
                to any Assigned Loan prior to the Cut-off Date which was not paid
                by the
                related mortgagor. The Initial Deposit shall be distributed to the
                Certificateholders on the December 2006 Distribution Date in accordance
                with the terms and conditions of the Pooling and Servicing Agreement.
                On
                or before December 18, 2006, the Servicer shall reimburse the Assignor
                for
                the Initial Deposit. From and after the date of such reimbursement,
                the
                Servicer shall be entitled to be reimbursed for any such Monthly
                Payments
                in the same manner as it would be reimbursed for any other Monthly
                Advance
                made by the Servicer with respect to any Assigned Loan pursuant to
                Section
                2.16 of the Servicing Agreement. Reimbursement to the Assignor shall
                be
                made by wire transfer of immediately available funds
                to:

            


    

     

    DB
      STRUCTURED PRODUCTS

    BANK:                        
      BANK
      OF
      NEW YORK

    ABA:                           
      021000018

    ACCT
      #:                      
GLA/111569

    ACCT
      NAME:           
DPX

    ATTN:                        
      Lynne
      Hall

    RE:                              
      [SELLER]

     

    In
      addition, the Servicer shall make all distributions under the Servicing
      Agreement to the Master Servicer by wire transfer of immediately available
      funds
      to:

     

    ACE
      Securities Corp. 2006-SD3 Distribution Account

    Wells
      Fargo Bank, National Association

    ABA
      #
      121-000-248

    Account
      Name: SAS Clearing

    Account
      # 3970771416

    For
      Further Credit to: ACE 2006-SD3 Account Number 50971200

    


     

    
      	 	
              The
                Servicer shall deliver all reports required to be delivered under
                the
                Servicing Agreement to the Master Servicer at its address set forth
                in
                Section 8 herein.

            


    

     

    
      	
              12.

            	
              The
                parties hereto acknowledge that Wells Fargo Bank, N.A. (the “Custodian”)
                will act as custodian of all mortgage loan documents relating to
                the
                Assigned Loans (the “Mortgage Loan Files”) for the ACE Securities Corp.
                Home Equity Loan Trust, Series 2006-SD3 and will store the Mortgage
                Loan
                Files in accordance with the terms and provisions of the Custodial
                Agreement, dated October 31, 2006, among the Trustee, the Custodian,
                the
                Servicer, Ocwen Loan Servicing, LLC and Select Portfolio Servicing,
                Inc.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              This
                AAR Agreement shall be construed in accordance with the laws of the
                State
                of New York, without regard to conflicts of law principles (other
                than
                Section 5-1401 of the New York General Obligations Law which shall
                govern), and the obligations, rights and remedies of the parties
                hereunder
                shall be determined in accordance with such laws.
                

            


    

     

    
      	
              14.

            	
              No
                term or provision of this AAR Agreement may be waived or modified
                unless
                such waiver or modification is in writing and signed by the party
                against
                whom such waiver or modification is sought to be enforced.
                

            


    

     

    
      	
              15.

            	
              This
                AAR Agreement shall inure to the benefit of the successors and assigns
                of
                the parties hereto. Any entity into which Assignor, Assignee, Servicer
                or
                Company may be merged or consolidated shall, without the requirement
                for
                any further writing, be deemed Assignor, Assignee, Servicer or Company,
                respectively, hereunder. 

            


    

     

    
      	
              16.

            	
              This
                AAR Agreement shall survive the conveyance of the Assigned Loans,
                the
                assignment of the Servicing Agreement to the extent of the Assigned
                Loans
                by Assignor to Assignee and the termination of the Servicing Agreement.
                

            


    

     

    
      	
              17.

            	
              This
                AAR Agreement may be executed simultaneously in any number of
                counterparts. Each counterpart shall be deemed to be an original
                and all
                such counterparts shall constitute one and the same instrument.
                

            


    

     

    
      	
              18.

            	
              In
                the event that any provision of this AAR Agreement conflicts with
                any
                provision of the Servicing Agreement with respect to the Assigned
                Loans,
                the terms of this AAR Agreement shall control.


            


    

     

    
      	
              19.

            	
              To
                the fullest extent permitted under applicable law, each party hereto
                hereby irrevocably waives all right to a trial by jury in any action,
                proceeding or counterclaim arising out of or relating to this AAR
                Agreement. 

            


    

     

    
      	
              20.

            	
              A
                copy of all assessments, attestations, reports and certifications
                required
                to be delivered by the Servicer under this Agreement and the Servicing
                Agreement shall be delivered to the Master Servicer by the dates
                specified
                herein or therein, and where such documents are required to be addressed
                to any party, such addressees shall include the Master Servicer and
                the
                Master Servicer shall be entitled to rely on such
                documents.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    EXECUTION
      COPY


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
      the
      day and year first above written.

     

    
      	
              DB
                STRUCTURED PRODUCTS, INC.

              Assignor

               

              By:
                /s/Ernie Calabrese_____________________

              Name:
                Ernie Calabrese

              Title:
                Director

            	
              WASHINGTON
                MUTUAL BANK, 

              Servicer
                and Company

               

              By:
                /s/ Jason Lao Kaitis_____________________

              Name:
                Jason Lao Kaitis 

              Title:
                AVP

            
	
               

              By:
                /s/ Susan Valenti_____________________

              Name:
                Susan Valenti

              Title:
                Director

            	 
	 	 
	
              ACE
                SECURITIES CORP.

              Assignee

               

              By:
                /s/ Evelyn Echevarria_____________________

              Name:
                Evelyn Echevarria

              Title:
                Vice President

            	 
	 	 
	
              By:
                /s/ Patricia
                C. Harris_____________________

              Name:
                Patricia C. Harris 

              Title:
                Vice President

            	 


    

    


    


    ACKNOWLEDGED
      AND AGREED TO:

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer

    By:/s/
      Stacey M. Taylor_____________________

    Name:
      Stacey M. Taylor

    Title:
      Vice President 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      1

    


    ASSIGNED
      LOAN SCHEDULE

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      2

    


    SERVICING
      AGREEMENT AND 

    MORTGAGE
      LOAN PURCHASE AGREEMENT

     

    
       

      EXECUTION
        COPY

      
        

        

      

      


      SERVICING
        AGREEMENT

      


      


      By
        and Between

      


      


      WASHINGTON
        MUTUAL BANK

      (Servicer)

      


      


      and

      


      


      DB
        STRUCTURED PRODUCTS, INC.

      


      (Owner)

      


      


      


      Dated
        as of September 1, 2006

      


      Residential
        Fixed and Adjustable Rate Mortgage 

      Loans
        (Scratch and Dent)

      


      


      
        

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      


      
        	 	
                Page

              
	 	 
	
                ARTICLE
                  1. DEFINITIONS

              	
                1

              
	 	 
	
                ARTICLE
                  2. ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

              	
                9

              
	 	 	 
	
                Section
                  2.1.

              	
                Identification
                  of Mortgage Loans; Servicer to Act as Servicer

              	
                9

              
	
                Section
                  2.2.

              	
                Liquidation
                  of Mortgage Loans

              	
                11

              
	
                Section
                  2.3.

              	
                Collection
                  of Mortgage Loan Payments

              	
                12

              
	
                Section
                  2.4.

              	
                Establishment
                  of Account; Deposits in Account

              	
                12

              
	
                Section
                  2.5.

              	
                Permitted
                  Withdrawals from the Account

              	
                13

              
	
                Section
                  2.6.

              	
                Establishment
                  of Escrow Account; Deposits in Escrow Account; Escrow
                  Analysis

              	
                14

              
	
                Section
                  2.7.

              	
                Permitted
                  Withdrawals from the Escrow Account

              	
                15

              
	
                Section
                  2.8.

              	
                Payment
                  of Taxes, Insurance and Other Charges

              	
                15

              
	
                Section
                  2.9.

              	
                Transfer
                  of Accounts

              	
                16

              
	
                Section
                  2.10.

              	
                Maintenance
                  of Hazard Insurance

              	
                16

              
	
                Section
                  2.11.

              	
                Fidelity
                  Bond; Errors and Omissions Insurance

              	
                17

              
	
                Section
                  2.12.

              	
                Title,
                  Management and Disposition of Real Estate Owned

              	
                18

              
	
                Section
                  2.13.

              	
                Application
                  of Proceeds of Insurance to Repair or Restoration

              	
                19

              
	
                Section
                  2.14.

              	
                Inspections

              	
                19

              
	
                Section
                  2.15.

              	
                Maintenance
                  of Primary Mortgage Insurance Policies; Collections
                  Thereunder

              	
                20

              
	
                Section
                  2.16.

              	
                Monthly
                  Advances by the Servicer

              	
                20

              
	
                Section
                  2.17.

              	
                Compliance
                  With REMIC Provisions

              	
                21

              
	
                Section
                  2.18.

              	
                Owner
                  to Cooperate; Release of Collateral Files

              	
                21

              
	 	 
	
                ARTICLE
                  3. PAYMENTS TO THE OWNER

              	
                22

              
	 	 
	
                Section
                  3.1.

              	
                Distributions

              	
                22

              
	
                Section
                  3.2.

              	
                Reports

              	
                23

              
	
                Section
                  3.3.

              	
                Delinquency
                  and Foreclosure Statements

              	
                24

              
	 	 
	
                ARTICLE
                  4. GENERAL SERVICING PROCEDURE; COVENANTS; REPRESENTATIONS AND
                  WARRANTIES

              	
                24

              
	 	 
	
                Section
                  4.1.

              	
                Assumption
                  Agreements

              	
                24

              
	
                Section
                  4.2.

              	
                Satisfaction
                  of Mortgages and Release of Collateral Files

              	
                25

              
	
                Section
                  4.3.

              	
                Servicing
                  Compensation

              	
                26

              
	
                Section
                  4.4.

              	
                Owner’s
                  Right to Examine Servicer Records, etc.

              	
                27

              
	
                Section
                  4.5.

              	
                Cooperation

              	
                27

              
	
                Section
                  4.6.

              	
                Consents
                  and Approvals

              	
                27

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  5. THE SERVICER

              	
                27

              
	 	 
	
                Section
                  5.1.

              	
                Indemnification;
                  Third Party Claims

              	
                27

              
	
                Section
                  5.2.

              	
                Servicer
                  Covenants; Merger or Consolidation of the Servicer

              	
                28

              
	
                Section
                  5.3.

              	
                Limitation
                  on Liability of the Servicer and Others

              	
                29

              
	
                Section
                  5.4.

              	
                Servicer
                  Not to Resign

              	
                29

              
	
                Section
                  5.5.

              	
                Transfer
                  of Servicing

              	
                30

              
	
                Section
                  5.6.

              	
                Transfer
                  of Mortgage Loans

              	
                30

              
	
                Section
                  5.7.

              	
                Representations
                  and Warranties of the Servicer

              	
                30

              
	 	 
	
                ARTICLE
                  6. DEFAULT

              	
                31

              
	 	 
	
                Section
                  6.1.

              	
                Events
                  of Default

              	
                31

              
	
                Section
                  6.2.

              	
                Waiver
                  of Defaults

              	
                33

              
	
                Section
                  6.3.

              	
                Survival
                  of Certain Obligations and Liabilities of the Defaulted
                  Servicer

              	
                34

              
	 	 
	
                ARTICLE
                  7. TERMINATION

              	
                34

              
	 	 
	
                Section
                  7.1.

              	
                Termination
                  of Agreement

              	
                34

              
	
                Section
                  7.2.

              	
                Termination
                  of the Servicer Upon Unremedied Event of Default

              	
                34

              
	 	 
	
                ARTICLE
                  8. RECONSTITUTIONS; REGULATION AB COMPLIANCE

              	
                34

              
	 	 
	
                Section
                  8.1.

              	
                Reconstitutions;
                  Servicer’s Purchase Right

              	
                34

              
	
                Section
                  8.2.

              	
                Reconstitution
                  Agreements

              	
                35

              
	
                Section
                  8.3.

              	
                Intent
                  of the Parties; Reasonableness

              	
                36

              
	
                Section
                  8.4.

              	
                Additional
                  Representations and Warranties of the Servicer

              	
                37

              
	
                Section
                  8.5.

              	
                Information
                  to Be Provided by the Servicer

              	
                38

              
	
                Section
                  8.6.

              	
                Servicer
                  Compliance Statement

              	
                41

              
	
                Section
                  8.7.

              	
                Report
                  on Assessment of Compliance and Attestation

              	
                41

              
	
                Section
                  8.8.

              	
                Use
                  of Subservicers and Subcontractors

              	
                42

              
	
                Section
                  8.9.

              	
                Indemnification;
                  Remedies

              	
                43

              
	
                Section
                  8.10.

              	
                Private
                  Placements

              	
                44

              
	 	 
	
                ARTICLE
                  9. MISCELLANEOUS PROVISIONS

              	
                45

              
	 	 
	
                Section
                  9.1.

              	
                Successor
                  to the Servicer

              	
                45

              
	
                Section
                  9.2.

              	
                Amendment

              	
                45

              
	
                Section
                  9.3.

              	
                Recordation
                  of Agreement; Perfection of Security Interest; Further
                  Assurances

              	
                46

              
	
                Section
                  9.4.

              	
                Duration
                  of Agreement

              	
                46

              
	
                Section
                  9.5.

              	
                Governing
                  Law

              	
                46

              
	
                Section
                  9.6.

              	
                General
                  Interpretive Principles

              	
                46

              
	
                Section
                  9.7.

              	
                Reproduction
                  of Documents

              	
                47

              
	
                Section
                  9.8.

              	
                Notices

              	
                47

              
	
                Section
                  9.9.

              	
                Severability
                  of Provisions

              	
                48

              
	
                Section
                  9.10.

              	
                Exhibits
                  and Schedules

              	
                48

              
	
                Section
                  9.11.

              	
                Counterparts;
                  Successors and Assigns

              	
                48

              
	
                Section
                  9.12.

              	
                Effect
                  of Headings

              	
                48

              
	
                Section
                  9.13.

              	
                Other
                  Agreements Superseded; Entire Agreement

              	
                48

              
	
                Section
                  9.14.

              	
                Attorneys’
                  Fees

              	
                48

              
	
                Section
                  9.15.

              	
                Confidential
                  Information

              	
                49

              
	
                Section
                  9.16.

              	
                Nonsolicitation

              	
                49

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      DESCRIPTION
        OF ATTACHMENTS

      
        
 

        
          	
                  Exhibit
                    A

                	
                  FORM
                    OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

                
	 	 
	
                  Exhibit
                    B

                	
                  ACCOUNT
                    LETTER AGREEMENT

                
	 	 
	
                  Exhibit
                    C

                	
                  ESCROW
                    ACCOUNT LETTER AGREEMENT

                
	 	 
	
                  Exhibit
                    D

                	
                  SERVICING
                    CRITERIA

                
	 	 
	
                  Exhibit
                    E

                	
                  FORM
                    OF ANNUAL CERTIFICATION

                
	 	 
	
                  Exhibit
                    F

                	
                  FORM
                    OF INDEMNIFICATION AGREEMENT

                


        

      

      
        


         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

      


      SERVICING
        AGREEMENT

       

      This
        SERVICING
        AGREEMENT (this
        “Agreement”) dated as of September 1, 2006, is between Washington Mutual
        Bank (formerly known as Washington Mutual Bank, FA), a savings bank organized
        under the laws of the United States, in its capacity as servicer (the
“Servicer”), and DB Structured Products, Inc., a Delaware corporation, and its
        successors and assigns, in its capacity as owner (the “Owner”).

       

      PRELIMINARY
        STATEMENT

       

      WHEREAS,
        pursuant to that certain Mortgage Loan Purchase and Sale Agreement of even
        date
        herewith among the Servicer and Washington Mutual Bank fsb, each as a seller
        (the “Sellers”)
        and
        the Owner as purchaser (the “Purchase
        Agreement”),
        and
        in reliance upon the representations, warranties and covenants of the Servicer
        contained herein and of the Sellers contained in the Purchase Agreement,
        the
        Owner has agreed to purchase from the Sellers, and the Sellers have agreed
        to
        sell to the Owner, without recourse and on a servicing-retained basis, certain
        residential fixed and adjustable mortgage loans, (a) some of which as of
        the
        Cut-Off Date (as defined herein) are less than sixty (60) days past due with
        respect to the related mortgagor’s payment of principal and interest (each, a
“Performing
        Mortgage Loan”),
        and
        (b) some of which as of the related Cut-Off Date are (i) sixty (60) or more
        days
        past due with respect to the related mortgagor’s payment of principal and
        interest and/or (ii) there exists an event of default under the terms of
        the
        related Mortgage Note or Mortgage (as such terms are defined in the Purchase
        Agreement) (a “Non-Performing
        Mortgage Loan”).
        The
        Performing Mortgage Loans and the Non-Performing Mortgage Loans are sometimes
        referred to individually as a “Mortgage
        Loan”
or
        collectively as the “Mortgage
        Loans”;
        

       

      WHEREAS,
        the
        Servicer has agreed to act as Servicer and, on behalf of Washington Mutual
        Bank
        fsb, as agent and subservicer, to service such Mortgage Loans for the Owner
        from
        and after the purchase by the Owner of such Mortgage Loans; and

       

      WHEREAS,
        the
        Servicer and the Owner desire to prescribe the terms and conditions regarding
        the management, servicing, and control of the Mortgage Loans purchased by
        the
        Owner pursuant to the Purchase Agreement;

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual agreements and covenants herein contained and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the Servicer and the Owner agree as follows:

       

      ARTICLE
        1.

       

      DEFINITIONS

       

      Capitalized
        terms used in this Agreement shall have the meanings specified in the Purchase
        Agreement, except that, whenever used herein, the following words and phrases
        shall have the following meanings, unless the context otherwise
        requires:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Acceptable
        Servicing Procedures:
        The
        procedures, including prudent collection and loan administration procedures,
        and
        the standard of care employed by prudent mortgage servicers that service
        mortgage loans of the same type as the Mortgage Loans in the jurisdictions
        in
        which the related Mortgaged Properties are located. Such standard of care
        shall
        not be lower than that the Servicer customarily employs and exercises in
        servicing and administering similar mortgage loans for its own account and
        shall
        be in full compliance with all applicable federal, state and local laws,
        ordinances, rules and regulations and the terms of the Mortgage and Mortgage
        Note.

       

      Account:
        The
        account or accounts created and maintained pursuant to Section 2.4 of this
        Agreement.

       

      Agreement:
        This
        Servicing Agreement, including all exhibits and schedules hereto, and all
        amendments hereof and supplements hereto.

       

      Applicable
        Requirements:
        With
        respect to each Mortgage Loan, (i) the terms of the related Mortgage and
        Mortgage Note, (ii) the federal, state and local laws, statutes, rules,
        regulations, ordinances, standards, requirements, administrative rulings,
        orders
        and processes pertaining to such Mortgage Loan, including but not limited
        to
        those pertaining to the processing, origination and servicing of the Mortgage
        Loan, (iii) the requirements of the Owner as set forth in this Agreement
        and (iv) Acceptable Servicing Procedures. 

       

      BIF:
        The
        Bank Insurance Fund.

       

      Business
        Day:
        Any day
        other than (i) a Saturday or Sunday, or (ii) a day on which banking or
        savings and loan institutions are authorized or obligated by law or executive
        order to be closed in the State of New York, the State of Washington or any
        state in which the Servicer operates.

       

      Code:
        The
        Internal Revenue Code of 1986, as amended from time to time, or any successor
        statute thereto.

       

      Commission:
        The
        United States Securities and Exchange Commission.

       

      Compensating
        Interest Cap:
        An
        amount equal to 1/12 of the sum of:

       

      (i) the
        aggregate Unpaid Principal Balance of all (A) fixed rate Mortgage Loans and
        (B)
        Hybrid ARM Loans that bear interest at the initial fixed rate (other than
        3/1
        Hybrid ARM Loans), multiplied by 0.25%, and

       

      (ii) the
        aggregate Unpaid Principal Balance of all (A) ARM Loans, (B) Hybrid ARM Loans
        that bear interest at an adjustable rate and (C) 3/1 Hybrid ARM Loans,
        multiplied by 0.375%.

       

      Condemnation
        Proceeds:
        All
        awards or settlements in respect of a taking of all or part of a Mortgaged
        Property by exercise of the power of eminent domain or
        condemnation.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Cut-off
        Date:
        With
        respect to any Mortgage Loan purchased on a Closing Date, the cut-off date
        specified in the Commitment Letter relating to the purchase and sale of the
        related Loan Pool.

       

      Defaulted
        Servicer:
        As
        defined in Section 6.1.

       

      Depositor:
        The
        depositor, as such term is defined in Regulation AB, with respect to any
        Securitization Transaction.

       

      Determination
        Date:
        The
        thirteenth (13th) day of each month (or if such day is not a Business Day,
        the
        next Business Day), commencing in the month following the end of the calendar
        month in which the initial Cut-off Date occurs. A Determination Date is related
        to a Monthly Remittance Date if such Determination Date and such Monthly
        Remittance Date occur in the same calendar month.

       

      Disclosure
        Document:
        With
        respect to any Securitization Transaction, a prospectus or prospectus
        supplement, private placement memorandum or offering circular prepared in
        connection with such Securitization Transaction.

       

      Due
        Date:
        With
        respect to any Mortgage Loan, the day of the month on which Monthly Payments
        on
        such Mortgage Loan are due, exclusive of any days of grace, which day shall
        be
        the first day of the month unless otherwise specified on the related Mortgage
        Loan Schedule.

       

      Due
        Period:
        With
        respect to any Mortgage Loan, the period beginning on the first day of any
        month
        and ending on the last day of such month.

       

      Eligible
        Account:
        An
        account or accounts maintained with a Qualified Depository.

       

      Escrow
        Account:
        The
        separate account or accounts created and maintained pursuant to
        Section 2.6.

       

      Escrow
        Payments:
        The
        amounts constituting ground rents, taxes, assessments, water rates, sewer
        rents,
        municipal charges, Primary Mortgage Insurance Policy premiums, if any, fire
        and
        hazard insurance premiums, condominium charges and other payments required
        to be
        escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
        Loan.

       

      Event
        of Default:
        Any one
        of the conditions or circumstances enumerated in Section 6.1.

       

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

       

      Fannie
        Mae:
        Fannie
        Mae (formerly known as the Federal National Mortgage Association) and any
        successor thereto.

       

      Fannie
        Mae Guide:
        The
        Fannie Mae Servicing Guide as in effect from time to time, subject to such
        waivers, variances and modifications as have been and may be agreed to between
        Fannie Mae and the Servicer and/or any of the Sellers.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

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

       

      Fidelity
        Bond:
        A
        fidelity bond to be obtained by the Servicer pursuant to
        Section 2.11.

       

      Final
        Recovery Determination:
        With
        respect to any defaulted Mortgage Loan or any REO Property, a determination
        made
        by the Servicer that all related Condemnation Proceeds, Insurance Proceeds,
        Liquidation Proceeds and other payments or recoveries that the Servicer,
        in its
        good faith judgment, expects to be finally recoverable have been so recovered.
        The Servicer shall maintain records, prepared by a servicing officer of the
        Servicer, of each Final Recovery Determination.

       

      Freddie
        Mac:
        Freddie
        Mac (formerly known as The Federal Home Loan Mortgage Corporation) and any
        successor thereto.

       

      Freddie
        Mae Guide:
        The
        Freddie Mac Servicing Guide as in effect from time to time, subject to such
        waivers, variances and modifications as have been and may be agreed to between
        Freddie Mac and the Servicer and/or any of the Sellers. 

       

      GAAP:
        Generally Accepted Accounting Principles, as promulgated by the Financial
        Accounting Standards Board from time to time.

       

      Initial
        Closing Date:
        September 27, 2006.

       

      Insurance
        Proceeds:
        Proceeds of any Primary Mortgage Insurance Policy, title policy, hazard
        insurance policy or any other insurance policy covering a Mortgage Loan or
        the
        related Mortgaged Property, including any amounts required to be deposited
        in
        the Account pursuant to Section 2.10, to the extent such proceeds are not
        to be applied to the restoration of the related Mortgaged Property or released
        to the Mortgagor in accordance with Applicable Requirements.

       

      Issuing
        Entity:
        The
        issuing entity, as such term is defined in Regulation AB, with respect to
        any
        Securitization Transaction.

       

      Late
        Collections:
        With
        respect to any Mortgage Loan, all amounts received during any Due Period,
        whether as late payments of Monthly Payments, or as Insurance Proceeds,
        Liquidation Proceeds, Condemnation Proceeds or otherwise, which amounts
        represent late payments or collections of Monthly Payments due but delinquent
        for a previous Due Period and not previously recovered.

       

      Liquidation
        Proceeds:
        Cash
        received in connection with (i) the liquidation of a defaulted Mortgage
        Loan (whether through the sale or assignment of the Mortgage Loan, trustee’s
        sale, foreclosure sale or otherwise) or (ii) the sale of the Mortgaged
        Property, if the Mortgaged Property is acquired in satisfaction of the
        Mortgage.

       

      Monthly
        Advance:
        The
        aggregate of the advances made by the Servicer on any Monthly Remittance
        Date
        pursuant to Section 2.16(a).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      Monthly
        Remittance Date:
        The
        eighteenth (18th) day of each month (or if such day is not a Business Day,
        the
        next Business Day) commencing in the month following the end of the calendar
        month in which the initial Cut-off Date occurs. A Determination Date is related
        to a Monthly Remittance Date if such Determination Date and such Monthly
        Remittance Date occur in the same calendar month.

       

      Moody’s:
        Moody’s
        Investors Service, Inc. or any successor thereto.

       

      Mortgage
        Interest Rate:
        With
        respect to each Mortgage Loan, the annual rate at which interest accrues
        on such
        Mortgage Loan.

       

      Net
        Rate:
        With
        respect to each Mortgage Loan, the annual rate at which interest thereon
        shall
        be remitted to the Owner (in each case computed on the basis of a 360-day
        year
        consisting of twelve 30-day months), which annual rate shall be equal to
        the
        Mortgage Interest Rate less the Servicing Fee Rate.

       

      Non-Performing
        Mortgage Loan:
        As
        defined in the Purchase Agreement.

       

      Nonrecoverable
        Advance:
        Any
        portion of any Servicing Advance previously made or proposed to be made in
        respect of a Mortgage Loan by the Servicer hereunder that the Servicer
        determines in its good faith judgment will not be ultimately recoverable
        from
        Late Collections.

       

      Officer’s
        Certificate:
        A
        certificate signed by a Vice President or other authorized officer and delivered
        to the Owner as required by this Agreement.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be an employee of the Servicer, reasonably
        acceptable to the Owner.

       

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

       

      Owner:
        DB
        Structured Products, Inc., a Delaware corporation, and any successor owner
        of
        any of the Mortgage Loans.

       

      Participating
        Entity:
        As
        defined in Section 8.7(a)(iii).

       

      Performing
        Mortgage Loan:
        As
        defined in the Purchase Agreement.

       

      Permitted
        Investments:
        Any one
        or more of the following obligations or securities:

       

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

       

      (ii) repurchase
        obligations with respect to any security described in clause (i) above,
        provided that the unsecured long-term obligations of the party agreeing to
        repurchase such obligations are at the time rated by S&P or Moody’s in one
        of its two highest rating categories;

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (iii) federal
        funds, certificates of deposit, time deposits, and bankers’ acceptances of any
        bank or trust company incorporated under the laws of the United States or
        any
        state, provided that the long-term debt obligations of such bank or trust
        company (or, in the case of the principal bank in a bank holding company
        system,
        the long-term debt obligations of the bank holding company) at the date of
        acquisition thereof have been rated by S&P or Moody’s in one of its two
        highest rating categories; and

       

      (iv) commercial
        paper of any corporation incorporated under the laws of the United States
        or any
        state thereof that on the date of acquisition has been rated by S&P or
        Moody’s in its highest short-term rating category.

       

      Permitted
        Reconstitution:
        As
        defined in Section 8.1(a).

       

      Portfolio
        Loans:
        As
        defined in Section 8.1(e).

       

      Prepayment
        Charge:
        With
        respect to any Mortgage Loan, the prepayment premium or charge, if any, required
        under the terms of the related Mortgage Note to be paid in connection with
        a
        Principal Prepayment in Full or a Principal Prepayment in Part, to the extent
        permitted by applicable law.

       

      Primary
        Mortgage Insurance Policy:
        With
        respect to each Mortgage Loan, the policy of primary mortgage insurance
        (including all endorsements thereto) issued with respect to such Mortgage
        Loan,
        if any, or any replacement policy.

       

      Prime:
        As of
        any date of determination, the annual interest rate, adjusted daily, published
        from time to time in The Wall Street Journal (Western Edition) as the “PRIME
        RATE” in the “MONEY RATES” section. In the event that more than one such rate is
        specified, “Prime” shall mean the greatest of such rates.

       

      Principal
        Prepayment:
        Any
        payment or other recovery of principal in full ( a “Principal
        Prepayment in Full”)
        or in
        part (a “Principal
        Prepayment in Part”)
        of the
        then-outstanding principal on a Mortgage Loan (other than Condemnation Proceeds,
        Insurance Proceeds, and Liquidation Proceeds) that is received in advance
        of its
        scheduled Due Date and not accompanied by an amount of interest representing
        scheduled interest due on any date or dates in any month or months subsequent
        to
        the month of prepayment. The term “Principal Prepayment” shall not refer to any
        related Prepayment Charge.

       

      Purchase
        Agreement:
        That
        certain Mortgage Loan Purchase and Sale Agreement of even date herewith among
        Washington Mutual Bank and Washington Mutual Bank fsb as the sellers and
        the
        Owner as the purchaser. 

       

      Qualified
        Depository:
        Any of
        the following: (i) a depository, the long-term unsecured debt obligations
        of which are rated by Moody’s or S&P (or a comparable rating agency) in one
        of its three highest rating categories, (ii) the corporate trust department
        of a national bank, (iii) a depository that fully insures the Account and
        the Escrow Account with insurance provided by the FDIC, or (iv) the
        Servicer.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Reconstitution
        Agreement:
        Any
        Securitization Transaction or Whole Loan Transfer.

       

      Reconstitution
        Agreement: An
        agreement or agreements including, but not limited to an assignment, assumption
        and recognition agreement, entered into by the Servicer and the Owner and/or
        certain third parties, including a master servicer, in connection with a
        Reconstitution with respect to any or all of the Mortgage Loans serviced
        under
        this Agreement.

       

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

       

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

       

      REMIC
        Provisions:
        Provisions of the federal income tax law relating to REMICs, which appear
        at
        Section 860G of Subchapter M of Chapter 1 of the Code and related provisions,
        and regulations promulgated thereunder, as in effect from time to time.


       

      REO
        Management Fee:
        With
        respect to each REO Property, an amount equal to the lesser of (i) $1,500
        and
        (ii) 1.5% of the net cash proceeds of the sale of such REO
        Property.

       

      REO
        Property:
        A
        Mortgaged Property acquired in foreclosure or by deed in lieu of foreclosure,
        as
        described in Section 2.12.

       

      Required
        Notice:
        With
        respect to any Reconstitution with a government sponsored entity, 15 days’ prior
        written notice and, with respect to any Reconstitution with any other investor,
        20 days’ prior written notice, in each case (i) accompanied by loan-level data
        with respect to the Mortgage Loans intended for inclusion in such Reconstitution
        and (ii) specifying the percentage of mortgage loans in the entire related
        transaction that consist of Mortgage Loans.

       

      SAIF:
        The
        Savings Association Insurance Fund.

       

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

       

      Sarbanes
        Certification:
        As
        defined in Section 8.7(a)(iv).

       

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

       

      Securitization
        Transaction:
        Any
        transaction involving either (i) a sale or other transfer of some or all
        of the
        Mortgage Loans directly or indirectly to an issuing entity in connection
        with an
        issuance of publicly offered or privately placed, rated or unrated
        mortgage-backed securities or (2) an issuance of publicly offered or privately
        placed, rated or unrated securities, the payments on which are determined
        primarily by reference to one or more portfolios of residential mortgage
        loans
        consisting, in whole or in part, of some or all of the Mortgage Loans.


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Servicer:
        Washington Mutual Bank, a savings bank organized under the laws of the United
        States, or its permitted successor in interest, or any successor to the Servicer
        under this Agreement appointed as herein provided.

       

      Servicer’s
        Information:
        The
        information provided by the Servicer, any Subservicer or any Subcontractor
        pursuant to Section 8.5(a).

       

      Servicing
        Advances:
        All
        customary, reasonable, and necessary “out of pocket” costs and expenses,
        including reasonable attorneys’ fees and disbursements, incurred by the Servicer
        in the performance of its servicing obligations hereunder, including, without
        limitation, costs related to (i) the preservation, restoration, and
        protection of the Mortgaged Property, (ii) any enforcement or judicial
        proceedings, including foreclosures, (iii) the management and liquidation
        of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
        of the Mortgage and (iv) Servicer’s compliance with the obligations set
        forth in Sections 2.2, 2.3, 2.8, 2.10, 2.12 and 2.15 of this
        Agreement.

       

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

       

      Servicing
        Fee:
        With
        respect to each Mortgage Loan, the amount of the annual fee payable to the
        Servicer pursuant to Section 4.3 as compensation for servicing and administering
        such Mortgage Loan. Such fee shall, for a period of one full month, be equal
        to
        one-twelfth of the product of (i) the related Servicing Fee Rate,
        multiplied by (ii) the outstanding Unpaid Principal Balance of such
        Mortgage Loan. Such fee shall be payable monthly and shall be computed on
        the
        basis of the same principal amount and period respecting which any related
        interest payment on such Mortgage Loan is computed.

       

      Sponsor:
        The
        sponsor, as such term is defined in Regulation AB, with respect to any
        Securitization Transaction.

       

      Subcontractor:
        Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of Regulation AB with respect
        to
        Mortgage Loans under the direction or authority of the Servicer or a
        Subservicer.

       

      Subservicer:
        Any
        Person that services Mortgage Loans on behalf of the Servicer or any Subservicer
        and is responsible for the performance (whether directly or through Subservicers
        or Subcontractors) of a substantial portion of the material servicing functions
        required to be performed by the Servicer under this Agreement or any
        Reconstitution Agreement that are identified in Item 1122(d) of Regulation
        AB.


       

      Transferred
        Loans:
        As
        defined in Section 8.1(e).

       

      Whole
        Loan Transfer:
        Any
        sale or transfer of some or all of the Mortgage Loans, other than a
        Securitization Transaction.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        2.

       

      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

       

      Section
        2.1.  Identification
        of Mortgage Loans; Servicer to Act as Servicer

       

      (a)  From
        each
        Closing Date, the Servicer, as independent contract servicer, shall commence
        servicing and administering the Mortgage Loans purchased by the Owner on
        such
        Closing Date. Such servicing shall be in accordance with this Agreement and
        Acceptable Servicing Procedures, and, except as otherwise expressly provided
        in
        this Agreement, the Servicer shall have full power and authority, acting
        alone,
        to do any and all things in connection with such servicing and administration
        that the Servicer may deem necessary or desirable and consistent with the
        terms
        of this Agreement, including, without limitation, all action permitted or
        required to be taken under any related Primary Mortgage Insurance Policy.
        In
        servicing and administering the Mortgage Loans, the Servicer shall employ
        Acceptable Servicing Procedures, except that the Servicer shall employ the
        procedures set forth in this Agreement whenever the Acceptable Servicing
        Procedures conflict with the requirements under this Agreement (provided
        that in
        no event shall the Servicer act in conflict with any applicable federal,
        state
        and local laws, ordinances, rules or regulations). The Servicer shall at
        all
        times act in the best interests of the Owner in performing hereunder.


       

      (b)  The
        documents comprising the Collateral File and the Credit File with respect
        to
        each Mortgage Loan serviced hereunder and that are delivered to the Servicer,
        together with all other documents with respect to each such Mortgage Loan
        that
        are prepared by or that come into the possession of the Servicer, shall
        immediately vest in the Owner and shall be held and maintained in trust by
        the
        Servicer at the will of the Owner and in a custodial capacity only for the
        sole
        purpose of servicing or supervising the servicing of the related Mortgage
        Loans.
        The documents comprising each Collateral File and each Credit File and all
        related documents that come into the possession of the Servicer and are so
        held
        by the Servicer shall be appropriately marked to clearly reflect the ownership
        interest of the Owner in such Collateral File and Credit File and related
        documents. The Servicer shall release its custody of any such documents only
        in
        accordance with written instructions from the Owner, unless such release
        is
        required as incidental to the Servicer’s servicing of the Mortgage Loans or is
        in connection with a repurchase of any Mortgage Loan pursuant to
        Section 3.3 of the Purchase Agreement. 

       

      (c)  Subject
        to Section 2.17 of this Agreement and consistent with Acceptable Servicing
        Procedures, the Servicer may waive, modify or vary any term of any Mortgage
        Loan
        or consent to the postponement of strict compliance with any such term or
        in any
        manner grant indulgence to any Mortgagor if, in the Servicer’s reasonable and
        prudent determination, such waiver, modification, variation, postponement
        or
        indulgence is in the best interests of the Owner; provided, however, that
        the
        Servicer shall not permit any modification with respect to any Mortgage Loan
        that would change the Mortgage Interest Rate, defer or forgive the payment
        of
        any principal or interest payments, reduce the outstanding principal amount
        (except for actual payments of principal) or extend the related Maturity
        Date
        (unless the Mortgagor is in default with respect to the Mortgage Loan or
        such
        default is, in the judgment of the Servicer, imminent). Without limiting
        the
        generality of the foregoing, the Servicer is hereby authorized and empowered
        to
        execute and deliver on behalf of itself and the Owner all instruments of
        satisfaction, cancellation, full release, or partial release or discharge,
        and
        all other comparable instruments with respect to the Mortgage Loans and the
        Mortgaged Properties. If reasonably required by the Servicer, the Owner shall
        furnish the Servicer with any powers of attorney and other documents necessary
        or appropriate to enable the Servicer to carry out its servicing and
        administrative duties under this Agreement. In the event that the Servicer
        shall
        be found by a court of competent jurisdiction to have misused the power of
        attorney by reason of willful misconduct, bad faith or negligence in the
        performance of its duties, the Servicer will reimburse the Owner for any
        losses
        and damages resulting from such misuse; provided,
        that
        in no
        event shall the Servicer be liable for any indirect, consequential, or special
        damages resulting from such action.

       

      
        
          
          

        

        
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      (d)  As
        to
        each ARM Loan, the Servicer shall make periodic Mortgage Interest Rate and
        Monthly Payment adjustments, as applicable, and execute and deliver all
        appropriate notices regarding the same, in strict compliance with the Applicable
        Requirements. The Servicer shall establish procedures to monitor the Index
        in
        order to ensure that it uses the appropriate value for the Index in determining
        an interest rate change. If the Servicer fails to make a timely and correct
        Mortgage Interest Rate adjustment or Monthly Payment adjustment, the Servicer
        shall use its own funds, without any right of reimbursement therefor, to
        satisfy
        any shortage in the Mortgagor’s Monthly Payment for so long as such shortage
        continues. In the event the Index, as specified in the related Mortgage Note,
        becomes unavailable for any reason, the Servicer shall select an alternative
        index based on comparable information, in accordance with the terms of the
        Mortgage Note, and such alternative index shall thereafter be the Index for
        such
        Mortgage Loan. In such event, the Servicer shall also determine a new Gross
        Margin. The new Gross Margin shall be the difference between (x) the average
        of
        the original Index for the most recent three-year period that ends on the
        last
        date the original Index was available plus the Gross Margin on the last date
        the
        original Index was available and (y) the average of the new Index for the
        most
        recent three-year period that ends on that date (or if not available for
        such
        three-year period, for such time as it is available), rounded as provided
        in the
        Mortgage Note.

       

      (e)  In
        connection with the servicing and administration of the Mortgage Loans and
        consistent with Acceptable Servicing Procedures, this Agreement and the Purchase
        Agreement, the Servicer shall have full power and authority to execute and
        deliver or cause to be executed and delivered on behalf of the Owner such
        instruments of assignment or other comparable instruments as the Servicer
        shall
        deem appropriate in order to register any Mortgage Loan on the MERS® System or
        cause the removal of any Mortgage Loan from registration on the MERS®
System.

       

      (f)  The
        Escrow Account shall constitute a Buydown Fund Account for each Buydown Loan,
        and all Buydown Loans shall be serviced in accordance with Acceptable Servicing
        Procedures.

       

      
        
          
          

        

        
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      Section
        2.2.  Liquidation
        of Mortgage Loans

       

      (a)  In
        the
        event that any payment due under any Mortgage Loan is not paid when the same
        becomes due and payable, or in the event the Mortgagor fails to perform any
        other covenant or obligation under the Mortgage Loan and such failure continues
        beyond any applicable grace period, the Servicer shall proceed diligently
        to
        collect all payments due and shall take such action, including commencing
        foreclosure, as it shall reasonably deem to be in the best interests of the
        Owner.

       

      (b)  Notwithstanding
        the foregoing provisions of this Section 2.2, with respect to any Mortgage
        Loan
        as to which the Servicer has received actual notice of, or has actual knowledge
        of, the presence of any toxic or hazardous substance on the related Mortgaged
        Property, the Servicer shall neither (i) obtain title to such Mortgaged Property
        as a result of or in lieu of foreclosure or otherwise, (ii) acquire possession
        of, nor (iii) take any other action with respect to, such Mortgaged Property
        if,
        as a result of any such action, the Owner would be considered to hold title
        to,
        to be a mortgagee-in-possession of, or to be an owner or operator of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Servicer has either (x) obtained the written
        consent of the Owner, or (y) previously determined, based on its reasonable
        judgment and a prudent report prepared by a Person who regularly conducts
        environmental audits using customary industry standards, that:

       

      (i)  such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Owner to take
        such
        actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

       

      (ii)  there
        are
        no circumstances present at such Mortgaged Property relating to the use,
        management or disposal of any hazardous substances, hazardous materials,
        hazardous wastes, or petroleum-based materials for which investigation, testing,
        monitoring, containment, clean-up or remediation could be required under
        any
        federal, state or local law or regulation, or that if any such materials
        are
        present for which such action could be required, that it would be in the
        best
        economic interest of the Owner to take such actions with respect to the affected
        Mortgaged Property.

       

      The
        cost
        of the environmental audit report contemplated by this Section 2.2(b) shall
        be
        advanced by the Servicer as a Servicing Advance, subject to the Servicer’s right
        to be reimbursed therefor from the Account and the Servicer’s right to make a
        judgment about whether any such advance would be a Nonrecoverable
        Advance.

      


      (c)  If
        the
        Servicer has (i) determined that it is in the best economic interest of the
        Owner to take such actions as are necessary to bring any such Mortgaged Property
        into compliance with applicable environmental laws, or to take such action
        with
        respect to the containment, clean-up or remediation of hazardous substances,
        hazardous materials, hazardous wastes, or petroleum-based materials affecting
        any such Mortgaged Property, or (ii) obtained the written consent of the
        Owner,
        in each case as described above, then the Servicer shall take such action
        as it
        deems to be in the best economic interest of the Owner (or as otherwise directed
        by the Owner). The cost of any such compliance, containment, clean-up or
        remediation shall be advanced by the Servicer as a Servicing Advance, subject
        to
        the Servicer’s right to be reimbursed therefor from the Account and the
        Servicer’s right to make a judgment about whether any such advance would be a
        Nonrecoverable Advance.

       

      
        
          
          

        

        
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      Section
        2.3.  Collection
        of Mortgage Loan Payments

       

      Continuously
        from the related Closing Date until the principal and interest on all of
        the
        Mortgage Loans are paid in full, the Servicer shall proceed diligently to
        collect all payments due under each of the Mortgage Loans when the same shall
        become due and payable. With respect to those Mortgage Loans, if any, as
        to
        which the Servicer collects Escrow Payments, the Servicer shall ascertain
        or
        estimate annual ground rents, taxes, assessments, water rates, sewer rents,
        municipal charges, fire and hazard insurance premiums, condominium charges,
        Primary Mortgage Insurance Policy premiums and all other charges that, as
        provided in any Mortgage, shall become due and payable, to the end that the
        Escrow Payments payable by the Mortgagors shall be sufficient to pay such
        charges as and when they become due and payable. The Servicer shall not be
        required to institute or join in litigation with respect to collection of
        any
        payment (whether under a Mortgage, Mortgage Note, Primary Mortgage Insurance
        Policy or otherwise or against any public or governmental authority with
        respect
        to a taking or condemnation) if in the Servicer’s reasonable judgment the
        Servicer believes that the costs and expenses relating thereto would be
        Nonrecoverable Advances. The Servicer shall be entitled to be reimbursed
        from
        the Account for any costs, expenses or other liabilities incurred by the
        Servicer in connection with any such litigation. The Servicer’s right to such
        reimbursement shall be prior to the Owner’s right to such proceeds.

       

      Section
        2.4.  Establishment
        of Account; Deposits in Account

       

      (a)  The
        Servicer shall establish and maintain one or more Accounts (collectively,
        the
“Account”) entitled “Washington
        Mutual Bank, in
        trust
        for DB Structured Products, Inc., as Owner, and any successor Owner.” The
        Account shall be an Eligible Account, established with an institution that
        is a
        Qualified Depository and maintained as a segregated account separate and
        apart
        from any of the Servicer’s own funds and general assets. If the Account is
        established with an institution other than the Servicer, (i) the Account
        shall
        be evidenced by a letter agreement substantially in the form of Exhibit B
        attached
        hereto and (ii) the Servicer shall deliver a copy of such letter agreement
        to
        the Owner on or prior to the Initial Closing Date.

       

      (b)  The
        Servicer shall, upon receipt (and in all events by not later than the end
        of the
        second Business Day following receipt thereof), deposit in the Account and
        retain therein, the following payments and collections received or made by
        the
        Servicer subsequent to the related Cut-off Date :

       

      (i)  the
        principal portion of all Monthly Payments collected on the Mortgage
        Loans;

       

      (ii)  the
        interest portion of all Monthly Payments collected on the Mortgage Loans
        less
        the Servicing Fee;

       

      
        
          
          

        

        
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      (iii)  all
        Principal Prepayments in Part and Principal Prepayments in Full;

       

      (iv)  all
        Liquidation Proceeds;

       

      (v)  all
        Insurance Proceeds, other than Insurance Proceeds to be held in the Escrow
        Account and applied to the restoration and repair of the Mortgaged Property
        or
        released to the Mortgagor in accordance with Applicable
        Requirements;

       

      (vi)  all
        Condemnation Proceeds that are not released to the Mortgagor in accordance
        with
        the Owner’s written consent or Applicable Requirements;

       

      (vii)  any
        amount required to be deposited in the Account pursuant to Sections 2.4(d),
        2.10, 2.12(c), 2.12(e) or 4.2(b); 

       

      (viii)  any
        amounts payable in connection with the repurchase of any Mortgage Loan pursuant
        to Section 3.3 of the Purchase Agreement; and

       

      (ix)  with
        respect to a Mortgage Loan subject to a Securitization Transaction which
        is a
        Permitted Reconstitution, with respect to each Principal Prepayment in Full,
        an
        amount (to be paid by the Servicer out of its own funds without reimbursement
        therefor) that, when added to all amounts allocable to interest received
        in
        connection with such Principal Prepayment in Full, equals one month’s interest
        on the amount of principal so prepaid at the Net Rate, provided, however,
        that
        the aggregate of deposits made by the Servicer pursuant to this clause (ix)
        in
        respect of any Monthly Remittance Date shall not exceed the Compensating
        Interest Cap.

       

      (c)  With
        respect to a Mortgage Loan subject to a Securitization Transaction which
        is a
        Permitted Reconstitution, the Servicer shall, no later than 24 hours prior
        to
        each Monthly Remittance Date, deposit in the Account all Monthly
        Advances.

       

      (d)  The
        Servicer may cause the funds on deposit from time to time in the Account
        to be
        invested in Permitted Investments, which Permitted Investments shall mature
        not
        later than the Business Day immediately preceding the next Monthly Remittance
        Date following the date such funds are invested. All Permitted Investments
        shall
        be made in the name of the Servicer or its nominee. All income and gain realized
        from any Permitted Investment shall be for the benefit of the Servicer and
        shall
        be subject to its withdrawal or order from time to time. The Servicer shall
        indemnify the Owner for any loss incurred in respect of any Permitted Investment
        by such Servicer, and the amount of such loss shall be deposited in the Account
        by the Servicer out if its own funds, without reimbursement therefor, no
        later
        than 24 hours after the Servicer has determined that a loss has been incurred
        in
        respect of any Permitted Investment.

       

      Section
        2.5.  Permitted
        Withdrawals from the Account

       

      The
        Servicer may, from time to time, withdraw funds from the Account for the
        following purposes:

       

      
        
          
          

        

        
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      (i)  to
        make
        payments and distributions to the Owner in the amounts and in the manner
        provided for in Section 3.1, and to pay itself any unpaid Servicing Fees,
        unpaid REO Management Fees and other servicing compensation in accordance
        with
        Section 4.3;

       

      (ii)  to
        reimburse itself for any unreimbursed Servicing Advances or (with respect
        to a
        Mortgage Loan subject to a Securitization Transaction which is a Permitted
        Reconstitution, Monthly Advances) made with respect to any Mortgage Loan;
        provided that the Servicer’s right to reimburse itself pursuant to this clause
        (ii) is limited to any Late Collections received by the Servicer with respect
        to
        such Mortgage Loan;

       

      (iii)  to
        pay to
        itself any interest earned on funds deposited in the Account;

       

      (iv)  to
        make
        any payment or reimburse itself for any amount pursuant to Sections 2.12(c),
        2.12(e), 5.1(a) or 5.3;

       

      (v)  to
        reimburse itself for any Monthly Advance, with respect to a Mortgage Loan
        subject to a Securitization Transaction which is a Permitted Reconstitution,
        or
        Servicing Advance previously made that it has determined to be a Nonrecoverable
        Advance;

       

      (vi)  if
        there
        shall be amounts deposited in error or there shall be amounts deposited in
        the
        Account not required to be deposited therein, including the Servicing Fee
        and
        other servicing compensation, to withdraw such amount from the Account any
        provision herein to the contrary notwithstanding; 

       

      (vii)  to
        transfer funds to another Qualified Depository in accordance with Section
        2.9;
        and

       

      (viii)  to
        clear
        and terminate the Account upon the termination of this Agreement in accordance
        with Article 7.

       

      Section
        2.6.  Establishment
        of Escrow Account; Deposits in Escrow Account;
        Escrow Analysis

       

      (a)  The
        Servicer shall segregate and hold separate and apart from any of its own
        funds
        and general assets all Escrow Payments collected and received pursuant to
        the
        Mortgage Loans and shall establish and maintain one or more Escrow Accounts
        (collectively, the “Escrow Account”), in the form of time deposit or demand
        accounts, which may be interest bearing, entitled “Washington
        Mutual Bank, in
        trust
        for DB Structured Products, Inc., as Owner, and any successor Owner, and
        certain
        Mortgagors.” The Escrow Account shall be an Eligible Account established with a
        Qualified Depository. If the Escrow Account is established with an institution
        other than the Servicer, (i) the Escrow Account shall be evidenced by a letter
        agreement substantially in the form of Exhibit C
        attached
        hereto and (ii) the Servicer shall deliver a copy of such letter agreement
        to
        the Owner on or prior to the Initial Closing Date.

       

      (b)  The
        Servicer shall, upon receipt (and in all events by not later than the end
        of the
        second Business Day following receipt thereof, or sooner if required by
        applicable law), deposit in the Escrow Account and retain therein: (i) all
        Escrow Payments collected on account of the Mortgage Loans for the purpose
        of
        effecting timely payment of escrow items as required under the terms of this
        Agreement and (ii) all amounts representing proceeds of any hazard
        insurance policy that are to be applied to the restoration or repair of the
        related Mortgaged Property. The Servicer shall make withdrawals from the
        Escrow
        Account only in accordance with Section 2.7. The Servicer shall be entitled
        to retain any interest earned on funds deposited in the Escrow Account other
        than interest on escrowed funds required by law to be paid to the Mortgagor
        and,
        to the extent required by law, the Servicer shall pay interest on escrowed
        funds
        to the Mortgagor without right of reimbursement therefor notwithstanding
        that
        the Escrow Account maintained by the Servicer may not bear interest or that
        the
        interest earned on such escrowed funds is insufficient for such
        purpose.

       

      
        
          
          

        

        
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      Section
        2.7.  Permitted
        Withdrawals from the Escrow Account

       

      Withdrawals
        from the Escrow Account maintained by the Servicer may be made by the Servicer
        only (i) to effect timely payments of ground rents, taxes, assessments,
        sewer rents, municipal charges, water rates, insurance premiums, condominium
        charges, fire and hazard insurance premiums or other items constituting Escrow
        Payments for the related Mortgage, (ii) to reimburse the Servicer for any
        Servicing Advance made by the Servicer pursuant to Sections 2.8 and 2.10
        with
        respect to a related Mortgage Loan, (iii) to refund to any Mortgagor any
        funds found to be in excess of the amounts required under the terms of the
        related Mortgage Loan, (iv) for transfer to the Account in accordance with
        the terms of this Agreement, (v) for restoration or repair of a Mortgaged
        Property, provided the provisions of Section 2.13 have been complied with,
        (vi) to pay to the Mortgagor, to the extent required by Applicable
        Requirements, interest on the funds deposited in the Escrow Account,
        (vii) to pay to itself any interest earned on funds deposited in the Escrow
        Account (and not required to be paid to the Mortgagor), (viii) to remove
        funds
        inadvertently placed in the Escrow Account by the Servicer, or (ix) to
        clear and terminate the Escrow Account upon the termination of this Agreement,
        in accordance with Article 7. 

       

      Section
        2.8.  Payment
        of Taxes, Insurance and Other Charges

       

      With
        respect to each Mortgage Loan, the Servicer shall maintain accurate records
        reflecting the status of property taxes, assess-ments and other charges that
        are
        or may become a lien upon the related Mortgaged Property, the status of Primary
        Mortgage Insurance premiums, if any, and the status of fire and hazard insurance
        coverage and flood insurance, all as required hereunder. If a Mortgage Loan
        requires Escrow Payments, the Servicer shall obtain, from time to time, all
        bills for the payment of such charges (including renewal premiums) and shall
        effect payment thereof prior to the applicable penalty or termination date
        in a
        manner consistent with Acceptable Servicing Procedures, employing for such
        purpose deposits of the Mortgagor in the Escrow Account that shall have been
        estimated and accumulated by the Servicer in amounts sufficient for such
        purposes, as allowed under the terms of the Mortgage. If a Mortgage Loan
        does
        not require Escrow Payments, or if there are insufficient funds in the related
        Escrow Account, the Servicer shall cause all such bills to be paid on a timely
        basis and shall from its own funds (if necessary) make a Servicing Advance
        for
        timely payment of all such bills. The Servicer shall monitor the payment
        status
        of such charges (including renewal premiums) by the related Mortgagor. The
        Servicer shall effect payment of such charges in a manner consistent with
        Acceptable Servicing Procedures and, in all events, prior to the foreclosure
        of
        any lien against the Mortgaged Property resulting from non-payment of such
        property taxes, assess-ments and other charges and prior to the termination
        of
        any such insurance coverage.

       

      
        
          
          

        

        
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      Section
        2.9.  Transfer
        of Accounts

       

      The
        Servicer may, from time to time, transfer the Account or the Escrow Account
        to a
        different Qualified Depository. The Servicer shall notify the Owner of any
        such
        transfer within ten (10) Business Days of transfer.

       

      Section
        2.10.  Maintenance
        of Hazard Insurance 

       

      (a)  The
        Servicer shall cause to be maintained for each Mortgage Loan serviced by
        it fire
        and hazard insurance with extended coverage customary in the area where the
        related Mortgaged Property is located, in an amount that is at least equal
        to
        the lesser of (i) 100% of the replacement value of the improvements
        securing the Mortgage Loan, or (ii) the Unpaid Principal Balance of the
        Mortgage Loan (so long as it equals 80% of the insurable value of the
        improvements); provided that in any case such amount shall be sufficient
        to
        prevent either the Mortgagor or the Mortgagee from becoming a co-insurer.
        If the
        Mortgaged Property is in an area that, at the time of origination of the
        related
        Mortgage Loan, is identified on a flood hazard boundary map or flood insurance
        rate map issued by the Federal Emergency Management Agency as having special
        flood hazards (and such flood insurance was then available), the Servicer
        shall
        cause to be maintained a flood insurance policy meeting the requirements
        of the
        current guidelines of the Federal Insurance Administration with a generally
        acceptable insurance carrier, if such insurance is available. Such flood
        insurance shall be in an amount representing coverage not less than the least
        of
        (i) the Unpaid Principal Balance of the Mortgage Loan, (ii) the full
        insurable value of the improvements securing such Mortgage Loan and
        (iii) the maximum amount of insurance available under the National Flood
        Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, each
        as
        amended. The Servicer shall also maintain on each REO Property (x) fire and
        hazard insurance with extended coverage in an amount that is at least equal
        to
        the maximum insurable value of the improvements that are a part of such
        property, (y) liability insurance and (z) to the extent required and available
        under the National Flood Insurance Act of 1968 and the Flood Disaster Protection
        Act of 1973, each as amended, flood insurance in an amount as provided above.
        Any amounts collected by the Servicer under any such policies shall be paid
        over
        or applied by the Servicer in accordance with Applicable Requirements whether
        (i) for the restoration or repair of the Mortgaged Property, subject to the
        related Mortgage, (ii) for release to the Mortgagor, or (iii) for application
        in
        reduction of the Mortgage Loan, in which event such amounts shall be deposited
        in the Account, as provided in Section 2.4. It is understood and agreed that
        no
        earthquake or other additional insurance need be maintained by the Servicer
        on
        any Mortgage Loan or property acquired in respect of a Mortgage Loan, other
        than
        as required under applicable laws and regulations as shall at any time be
        in
        force. All policies required hereunder shall be endorsed with standard mortgagee
        clauses with loss payable to the Servicer and shall provide for at least
        thirty
        (30) days prior written notice to the Servicer of any cancellation, reduction
        in
        amount, or material change in coverage. The Servicer shall not interfere
        with
        the Mortgagor’s freedom of choice in selecting either the Mortgagor’s insurance
        carrier or agent upon any policy renewal; provided, however, that upon any
        such
        policy renewal, the Servicer shall accept such insurance policies only from
        insurance companies that (A) have a rating of B:III or better in Best’s Key
        Rating Guide or a financial performance index rating of 6 or better in Best’s
        Insurance Reports and (B) are licensed to do business in the jurisdiction
        in
        which the related Mortgaged Property is located.

       

      
        
          
          

        

        
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      (b)  If
        the
        Servicer, as servicer for the benefit of the Owner, shall obtain and maintain
        a
        blanket policy that would meet the requirements of Fannie Mae or Freddie
        Mac if
        Fannie Mae or Freddie Mac were the purchaser of the Mortgage Loans, insuring
        against loss to the Owner as mortgagee from damage to any or all of the
        Mortgaged Properties, then, to the extent such blanket policy (i) provides
        coverage, without coinsurance, in an amount equal to the aggregate outstanding
        Unpaid Principal Balance of the Mortgage Loans, (ii) otherwise complies
        with the requirements of Section 2.10(a) and (iii) contains a
        deductible not greater than $10,000, the Servicer shall be deemed conclusively
        to have satisfied its obligations under Section 2.10(a); provided, however,
        that if there shall have been one or more of such losses the Servicer shall
        deposit in the Account, as provided in Section 2.4, out of the Servicer’s own
        funds and without reimbursement therefor, the difference, if any, between
        the
        amount that would have been payable under a policy complying with
        Section 2.10(a) and the amount paid under the blanket policy permitted
        under this Section 2.10(b). At the request of the Owner, the Servicer shall
        cause to be delivered to the Owner a certified true copy of such policy and
        a
        statement from the insurer thereunder that such policy shall not be terminated
        or materially modified without thirty (30) days’ prior written notice to the
        Owner.

       

      Section
        2.11.  Fidelity
        Bond; Errors and Omissions Insurance 

       

      The
        Servicer shall maintain, at its own expense, with companies that meet the
        requirements of Fannie Mae or Freddie Mac, a blanket fidelity bond and an
        errors
        and omissions insurance policy, with broad coverage on all officers, employees,
        agents and other persons acting in any capacity that would require such persons
        to handle funds, money, documents or papers relating to the Mortgage Loans
        (collectively, the “Servicer Employees”). Any such fidelity bond and errors and
        omissions insurance shall be in the form of the Mortgage Banker’s Blanket Bond
        and shall protect and insure the Servicer against losses relating to forgery,
        theft, embezzlement, fraud, errors and omis-sions, failure to maintain any
        insurance policies required under this Agreement and negligent acts of Servicer
        Employees. Such fidelity bond shall also protect and insure the Servicer
        against
        losses relating to the release or satisfaction of a Mortgage without having
        obtained payment in full of the indebtedness secured thereby. No provision
        of
        this Section 2.11 requiring such fidelity bond and errors and omissions
        insurance shall diminish or relieve the Servicer from its duties and obligations
        as set forth in this Agreement. The terms of any such fidelity bond and errors
        and omissions insurance policy shall be at least equal to the corresponding
        amounts required by Fannie Mae in the Fannie Mae MBS Selling and Servicing
        Guide
        or by Freddie Mac in the Freddie Mac Seller’s and Servicer’s Guide, as amended
        or restated from time to time. At the request of the Owner, the Servicer
        shall
        cause to be delivered to the Owner a certified true copy of such fidelity
        bond
        and errors and omissions insurance policy and a statement from the surety
        and
        the insurer that such fidelity bond and errors and omissions insurance policy
        shall not be terminated or materially modified without thirty (30) days’ prior
        written notice to the Owner.

       

      
        
          
          

        

        
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      Section
        2.12.  Title,
        Management and Disposition of Real Estate Owned 

       

      (a)  If
        title
        to any Mortgaged Property is acquired in foreclosure or by deed in lieu of
        foreclosure (“REO Property”), the deed or certificate of sale shall be taken in
        the name of REO Properties Corporation, or in the name of such Person or
        Persons
        designated by the Owner; provided, however, that (i) the Owner shall not
        designate the Servicer as holder without the Servicer’s prior written consent
        and (ii) such designated Person or Persons shall acknowledge in writing that
        such title is to be held as nominee for the Owner. The Servicer shall provide
        written notice to the Owner after any REO Property is acquired in foreclosure
        or
        by deed in lieu of foreclosure.

       

      (b)  The
        Servicer, shall manage, conserve, protect, and operate each REO Property
        solely
        for the purpose of its prompt disposition and sale. The Servicer shall either
        itself, or through an agent selected by the Servicer, manage, conserve, protect
        and operate the REO Property in accordance with Acceptable Servicing Procedures.
        The Servicer shall attempt to sell the same (and may temporarily rent the
        same)
        on such terms and conditions as the Servicer deems to be in the best interests
        of the Owner. If a REMIC election has been made with respect to the arrangement
        under which the related Mortgage Loan is held and the Servicer has been provided
        with reasonable advance notice of such REMIC election, the Servicer shall
        use
        commercially reasonable efforts to dispose of the REO Property as soon as
        practicable and shall sell such REO Property, in any event, within three
        (3)
        years after title has been taken to such REO Property (unless the Servicer
        determines, and gives the Owner appropriate notice that a longer period is
        necessary for the orderly liquidation of such REO Property). 

       

      (c)  The
        Servicer shall collect all revenues arising from the operation of REO Property.
        The Servicer shall deposit, or cause to be deposited, all such revenues in
        the
        Account in accordance with Section 2.4. The Servicer may use all such revenues
        and, if any thereof have been deposited in the Account, withdraw such revenues
        therefrom as is necessary for the proper operation, management and maintenance
        of any REO Property, including, but not limited to, the cost of maintaining
        any
        hazard insurance pursuant to Section 2.10 and the fees of any managing
        agent acting on behalf of the Servicer.

       

      (d)  The
        Servicer shall also maintain on each REO Property fire and hazard insurance
        with
        extended coverage, liability insurance, and flood insurance in accordance
        with
        the provisions of Section 2.10.

       

      (e)  The
        proceeds of sale of an REO Property shall be deposited in the Account in
        accordance with Section 2.4. The Servicer shall apply the sale proceeds of
        any
        REO Property (i) first to pay the expenses of such sale, (ii) second to
        reimburse itself for any related unpaid Servicing Fees, unpaid REO Management
        Fees and unreimbursed Servicing Advances and with respect to a Mortgage Loan
        subject to a Securitization Transaction which is a Permitted Reconstitution,
        Monthly Advances with respect to that Mortgage Loan, and (iii) the balance
        to be
        distributed to the Owner. If the sale proceeds have been deposited in the
        Account, the Servicer may withdraw from the Account the amounts necessary
        to
        make such payments and reimbursements. 

       

      
        
          
          

        

        
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      (f)  Upon
        request, with respect to any REO Property, the Servicer shall furnish to
        the
        Owner a statement covering the Servicer’s efforts in connection with the sale of
        that REO Property and any rental of the REO Property incidental to the sale
        thereof for the previous month (together with an operating statement for
        such
        REO Property). Such statement shall be accompanied by such other information
        as
        the Owner shall reasonably request. The Servicer shall maintain separate
        accounting for each REO Property.

       

      (g)  The
        Owner
        hereby constitutes and appoints the Servicer as its true and lawful
        attorney-in-fact, with full power and authority to sign, execute, acknowledge,
        deliver, file for record and record any instrument on its behalf and to perform
        such other act or acts as may be customarily and reasonably necessary and
        appropriate to effectuate the transactions contemplated by this Section 2.12,
        in
        each case as fully as the Owner might or could do. The Owner ratifies and
        confirms each action that the Servicer, as such attorney-in-fact, shall lawfully
        take or cause to be taken by authority hereof. Third parties without actual
        notice may rely upon the exercise of the power granted under this power of
        attorney, and may be satisfied that this power of attorney shall continue
        in
        full force and effect and has not been revoked unless this Agreement is
        terminated as provided herein. If requested by the Servicer, the Owner shall
        furnish the Servicer with any instrument or document necessary or appropriate
        to
        evidence or confirm the power of attorney granted in this Section 2.12(g),
        including one (1) or more separate instruments or documents in recordable
        form
        for recordation in any jurisdiction in which any Mortgaged Property is
        located.

       

      (h)  Notwithstanding
        anything to the contrary contained in this Agreement, the Owner may, at the
        Owner’s sole option, terminate the Servicer as servicer of any REO Property
        without payment of any termination fee, provided that the Servicer shall
        on the
        date said termination takes effect be reimbursed for any unreimbursed advances
        of the Servicer’s funds made pursuant to Section 2.16 and any unreimbursed
        Servicing Advances and Servicing Fees in each case relating to the Mortgage
        Loan
        underlying such REO Property. In the event of any such termination, the
        provisions of Section 9.1 shall apply to said termination and the transfer
        of
        servicing responsibilities with respect to such REO Property to the Owner
        or its
        designees.

       

      Section
        2.13.  Application
        of Proceeds of Insurance to Repair or Restoration

       

      The
        Servicer shall collect the proceeds from all policies of insurance required
        to
        be maintained pursuant to Section 2.10 with respect to all losses that may
        occur. The Servicer may remit such proceeds to the Mortgagor for the restoration
        or repair of the related property and shall otherwise take such actions in
        connection with such restoration and repair in a manner consistent with
        Acceptable Servicing Procedures.

       

      Section
        2.14.  Inspections

       

      The
        Servicer shall conduct inspections of the Mortgaged Properties at such times
        and
        in a manner consistent with Acceptable Servicing Procedures and shall maintain
        a
        written report of all such inspections.

       

      
        
          
          

        

        
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      Section
        2.15.  Maintenance
        of Primary Mortgage Insurance Policies; Collections
        Thereunder

       

      The
        parties acknowledge that, as of any Closing Date, not all Mortgage Loans
        purchased on such Closing Date are covered by Primary Mortgage Insurance.
        In the
        event that any Mortgage Loans are covered by a Primary Mortgage Insurance
        Policy
        on the related Closing Date or subsequently become covered by a Primary Mortgage
        Insurance Policy, the provisions set forth below shall apply.

       

      (a)  The
        Servicer shall maintain in full force and effect any Primary Mortgage Insurance
        Policy covering a Mortgage Loan serviced by the Servicer. The Servicer shall
        cause the premium for any such Primary Mortgage Insurance Policy to be paid
        on a
        timely basis and shall from its own funds, if necessary, make a Servicing
        Advance to pay the premium on a timely basis. The Servicer shall not cancel
        or
        refuse to renew any such Primary Mortgage Insurance Policy in effect on the
        related Closing Date, unless cancellation or non-renewal is required by
        applicable law or regulation. The Servicer shall not take any action or fail
        to
        take any action that would result in non-coverage under any applicable Primary
        Mortgage Insurance Policy of any loss that, but for the actions of the Servicer,
        would have been covered thereunder. In connection with any assumption or
        substitution agreement entered into or to be entered into pursuant to Section
        4.1, the Servicer shall promptly notify the insurer under the related Primary
        Mortgage Insurance Policy, if any, of such assumption or substitution of
        liability in accordance with the terms of such policy and shall take all
        actions
        that may be required by such insurer as a condition to the continuation of
        coverage under such Primary Mortgage Insurance Policy. If such Primary Mortgage
        Insurance Policy is terminated as a result of such assumption or substitution
        of
        liability, the Servicer shall obtain a replacement Primary Mortgage Insurance
        Policy as provided above at its own cost and expense, without any right of
        reimbursement therefor.

       

      (b)  As
        part
        of its activities as servicer of the Mortgage Loans, the Servicer agrees
        to
        prepare and present, on behalf of itself and the Owner, claims under any
        Primary
        Mortgage Insurance Policy in a timely fashion in accordance with the terms
        thereof and, in this regard, to take such reasonable action as shall be
        necessary to permit recovery under any Primary Mortgage Insurance Policy
        respecting a defaulted Mortgage Loan.

       

      Section
        2.16.  Monthly
        Advances by the Servicer

       

      With
        respect to a Mortgage Loan subject to a Securitization Transaction which
        is a
        Permitted Reconstitution, the following provisions shall apply:

       

      (a)  Not
        later
        than the close of business on the Business Day preceding each Monthly Remittance
        Date, the Servicer shall deposit in the Account an amount equal to all payments
        not previously advanced by the Servicer of principal and interest at the
        Net
        Rate that were (i) due on any Mortgage Loan during the Due Period that commences
        in the same month in which such Monthly Remittance Date occurs, (ii) not
        received as of the close of business on the related Determination Date (whether
        or not deferred) and (iii) not due on or prior to the related Cut-off Date
        (the
        aggregate of all such amounts, the “Monthly
        Advance”).
        In
        lieu of making all or a portion of any Monthly Advance, the Servicer may
        cause
        to be made an appropriate entry in its records relating to the Account that
        funds in such account, including but not limited to any amounts received
        in
        respect of scheduled principal and interest on any Mortgage Loan due after
        the
        related Due Period for the related Monthly Remittance Date, have been used
        by
        the Servicer in discharge of its obligation to make any such Monthly Advance.
        Any funds so applied shall be replaced by the Servicer by deposit, in the
        manner
        set forth above, in the Account no later than the close of business on the
        Business Day immediately preceding the next Monthly Remittance Date to the
        extent that funds in the Account on such date are less than the amounts required
        to be distributed on such Monthly Remittance Date. The Servicer shall be
        entitled to be reimbursed from the Account for all Monthly Advances of its
        own
        funds made pursuant to this Section as provided in
        Section 2.5.

       

      
        
          
          

        

        
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      (b)  The
        obligation of the Servicer to make such Monthly Advances is mandatory, and,
        with
        respect to any Mortgage Loan or REO Property, shall continue through the
        earlier
        of (i) the date on which a Final Recovery Determination in connection with
        such
        Mortgage Loan is made and (ii) the due date of the last Monthly Payment due
        prior to the payment in full of such Mortgage Loan.

       

      Notwithstanding
        anything herein to the contrary, no Monthly Advance shall be required to
        be made
        hereunder by the Servicer if such Monthly Advance would, if made, constitute
        a
        Nonrecoverable Advance.

       

      Section
        2.17.  Compliance
        With REMIC Provisions

       

      If
        the
        Servicer has received written notice from the Owner that a REMIC election
        has
        been made with respect to the arrangement under which any Mortgage Loans
        and REO
        Property are held, the Servicer shall not take any action, cause the REMIC
        to
        take any action or fail to take (or fail to cause to be taken) any action
        that,
        under the REMIC Provisions, if taken or not taken, as the case may be, could
        (i) endanger the status of the REMIC as a REMIC, or (ii) result in the
        imposition of a tax upon the REMIC (including but not limited to the tax
        on
“prohibited transactions” as defined in Section 860F(a)(2) of the Code and
        the tax on “contributions” to a REMIC set forth in Section 860G(d) of the
        Code) unless the Servicer has received an Opinion of Counsel (at the expense
        of
        the party seeking to take such action) to the effect that the contemplated
        action will not endanger such REMIC status or result in the imposition of
        any
        such tax.

       

      Section
        2.18.  Owner
        to Cooperate; Release of Collateral Files

       

      If,
        at
        any time prior to termination of this Agreement, the Servicer shall require
        the
        use of any Collateral File (or any portion thereof) to perform its servicing
        activities as set forth in this Agreement, the Owner, within five (5) Business
        Days of the written request of the Servicer in the form of Exhibit
        A
        hereto,
        (or within such shorter period as may be necessary for the Servicer to perform
        its obligations hereunder in compliance with all Acceptable Servicing
        Procedures), shall release or shall cause the Custodian to release such
        Collateral File, or portion thereof, to the Servicer. Within
        five (5) Business Days of the Servicer’s request therefor (or, within such
        shorter period as may be necessary for the Servicer to perform its obligations
        hereunder in compliance with all Acceptable Servicing Procedures), the Owner
        shall execute and deliver to the Servicer, in the form supplied to the Owner
        by
        the Servicer, any court pleadings, requests for trustee’s sale or other
        documents reasonably necessary to perform the servicing activities with respect
        to any Mortgage Loan, including the foreclosure or sale in respect of any
        Mortgaged Property, the commencement and prosecution of any legal action
        to
        enforce the related Mortgage Note and Mortgage and the defense of any legal
        action or counterclaim filed against the Owner or the Servicer. The Servicer
        may
        execute and deliver any or all of such pleadings or documents on behalf of
        the
        Owner pursuant to the power of attorney granted pursuant to Section
        2.12(g).

       

      
        
          
          

        

        
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      ARTICLE
        3.

       

      PAYMENTS
        TO THE OWNER

       

      Section
        3.1.  Distributions

       

      (a)  On
        each
        Monthly Remittance Date, the Servicer shall distribute to the Owner all amounts
        collected in the Due Period immediately preceding such Monthly Remittance
        Date
        and credited to the Account, net of charges against or withdrawals from the
        Account pursuant to Section 2.5; provided that, with respect to each Mortgage
        Loan subject to a Securitization Transaction that is a Permitted Reconstitution,
        on each Monthly Remittance Date, the Servicer shall distribute to the Owner
        all
        amounts credited to the Account as of the close of business on the preceding
        Determination Date, net of charges against or withdrawals from the Account
        pursuant to Section 2.5, plus all Monthly Advances deposited in the Account
        prior to such Monthly Remittance Date pursuant to Section 2.4, minus
        (i) any amounts attributable to Principal Prepayments received after the
        last day of the Due Period immediately preceding the related Monthly Remittance
        Date and (ii) any amounts attributable to Monthly Payments collected but
        due on a Due Date(s) subsequent to the preceding Determination Date.


       

      (b)  All
        distributions made to the Owner on each Monthly Remittance Date shall be
        made to
        the Owner of record, based on the Mortgage Loans owned and held by the Owner.
        All distributions shall be made by wire transfer of immediately available
        funds
        to the following account of the Owner: DB Structured Products, Bank: Bank
        of New
        York, ABA: 021000018, Account Number: GLA/111569, Account Name: DPX, Attention:
        Lynne Hall, RE: Washington Mutual Bank. Distributions on each Monthly Remittance
        Date may be made by more than one (1) wire transfer.

       

      (c)  With
        respect to any remittance received by the Owner on or after the second Business
        Day following the Business Day on which such payment was due, the Owner shall
        send written notice thereof to the Servicer. The Servicer shall pay to the
        Owner
        interest on any such late payment at an annual rate equal to Prime plus one
        percentage point, but in no event greater than the maximum amount permitted
        by
        applicable law. Such interest shall be paid by the Servicer to the Owner
        on the
        date such late payment is made and shall cover the period commencing with
        the
        day following such second Business Day and ending with the Business Day on
        which
        such payment is made, both inclusive. The payment by the Servicer of any
        such
        interest, or the failure of the Owner to notify the Servicer of such interest,
        shall not be deemed an extension of time for payment or a waiver of any Event
        of
        Default by the Servicer.

       

      
        
          
          

        

        
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      Section
        3.2.  Reports

       

      (a)  On
        or
        before each Monthly Remittance Date, the Servicer shall provide to the Owner
        or
        its designee by means of an electronic or other agreed upon medium in Excel
        format and delivered to DBWholeLoanOps@ListDB.com, with respect to the Due
        Period immediately preceding such Monthly Remittance Date, the data set forth
        below on an individual loan basis:

       

      (i)  mortgage
        loan number;

       

      (ii)  interest
        rate;

       

      (iii)  pending
        rate;

       

      (iv)  scheduled
        principal and interest payment;

       

      (v)  scheduled
        principal;

       

      (vi)  gross
        interest;

       

      (vii)  curtailment
        collected;

       

      (viii)  curtailment
        adjustment;

       

      (ix)  PIF
        principal;

       

      (x)  PIF
        interest difference;

       

      (xi)  ARM
        Index;

       

      (xii)  pending
        Index;

       

      (xiii)  ending
        scheduled balance;

       

      (xiv)  investor
        loan number;

       

      (xv)  Servicing
        Fee Rate;

       

      (xvi)  due
        date;

       

      (xvii)  yield
        rate;

       

      (xviii)  beginning
        balance;

       

      (xix)  ending
        balance;

       

      (xx)  beginning
        scheduled balance;

       

      (xxi)  principal
        collected;

       

      
        
          
          

        

        
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      (xxii)  scheduled
        net interest;

       

      (xxiii)  scheduled
        buydown;

       

      (xxiv)  Servicing
        Fee collected; and

       

      (xxv)  remittance
        amount.

       

      The
        Servicer may submit the foregoing information in more than one (1) report.
        Requests for additional data and information regarding the Mortgage Loans
        or
        alternative means for delivering such reports shall be accommodated at the
        reasonable discretion of the Servicer and at the Owner’s expense.

       

      (b)  Upon
        reasonable advance notice in writing, and at the Owner’s expense, the Servicer
        shall provide to any Owner that is a savings and loan association, a bank,
        an
        insurance company or other regulated or supervised entity reports and access
        to
        information and documentation regarding the Mortgage Loans and the transactions
        contemplated hereby sufficient to permit the Owner to comply with the applicable
        regulations of relevant regulatory or supervisory authorities with respect
        to
        its investment in the Mortgage Loans and Owner’s internal and third-party audit
        requirements.

       

      (c)  The
        Servicer shall prepare and file any and all information statements or other
        filings required to be delivered to any governmental taxing authority or
        to the
        Owner pursuant to any applicable law with respect to the Mortgage Loans and
        the
        transactions contemplated hereby. In addition, the Servicer shall provide
        the
        Owner with such information concerning the Mortgage Loans as is necessary
        for
        the Owner to prepare its federal income tax return as the Owner may reasonably
        request from time to time. 

       

      Section
        3.3.  Delinquency
        and Foreclosure Statements

       

      The
        Servicer shall provide a monthly statement of delinquents and a delinquency
        report on all Mortgage Loans more than 30 days delinquent. The Servicer shall
        also provide a monthly statement regarding foreclosure status.

       

      ARTICLE
        4.

       

      GENERAL
        SERVICING PROCEDURE; COVENANTS;

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        4.1.  Assumption
        Agreements

       

      (a)  The
        Servicer shall use commercially reasonable efforts to enforce any “due-on-sale”
provision contained in any Mortgage or Mortgage Note and to deny assumption
        by
        the person to whom the Mortgaged Property has been or is about to be sold,
        whether by absolute conveyance or by contract of sale and whether or not
        the
        Mortgagor remains liable on the Mortgage and the Mortgage Note, provided
        that in
        accordance with the terms of the Mortgage Note, the Servicer may permit an
        assumption (i) if the Servicer reasonably believes it is unable under Applicable
        Requirements to enforce such “due-on-sale” clause, or (ii) if the enforcement of
        such rights would impair or threaten to impair any recovery under the related
        Primary Mortgage Insurance Policy, if any. In connection with any such
        assumption, the related Mortgage Interest Rate, the Unpaid Principal Balance
        and
        the term of the Mortgage Loan may not be changed. If an assumption is allowed
        pursuant to this Section 4.1(a), the Servicer is authorized, at the
        Servicer’s discretion, to prepare a substitution of liability agreement to be
        entered into by the Owner and the purchaser of the Mortgaged Property pursuant
        to which the original Mortgagor is released from liability and the purchaser
        of
        the Mortgaged Property is substituted as Mortgagor and becomes liable under
        the
        Mortgage Note. Any such substitution of liability agreement shall be in lieu
        of
        an assumption agreement. If an assumption fee is collected by the Servicer
        for
        entering into an assumption agreement the entire amount of such fee may be
        retained by the Servicer as additional servicing compensation.

       

      
        
          
          

        

        
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      (b)  The
        Servicer shall follow Acceptable Servicing Procedures with respect to any
        such
        assumption or substitution of liability (taking into account the applicable
        Seller’s then current underwriting guidelines applicable to mortgage loans of
        the same type as the related Mortgage Loan). The Servicer shall notify the
        Owner
        that any such substitution of liability or assumption agreement has been
        completed by forwarding to the Owner a copy of any such substitution of
        liability or assumption agreement, which document shall be added to the related
        Collateral File and shall for all purposes be considered a part of such
        Collateral File to the same extent as all other documents and instruments
        constituting a part thereof.

       

      Section
        4.2.  Satisfaction
        of Mortgages and Release of Collateral Files

       

      (a)  Upon
        the
        payment in full of any Mortgage Loan or the receipt by the Servicer of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Servicer shall prepare the appropriate documents and
        instruments required to satisfy or release the lien of the Mortgage in
        accordance with applicable state law requirements. The Servicer, promptly
        and
        within the applicable legal deadlines appropriate to process the satisfaction
        or
        release, shall notify the Owner of such event.

       

      (b)  The
        Servicer shall not grant a satisfaction or release of a Mortgage without
        having
        obtained payment in full of the indebtedness secured by the Mortgage. In
        the
        event the Servicer grants a satisfaction or release of a Mortgage without
        having
        obtained payment in full of the indebtedness secured by the Mortgage, the
        Servicer, upon becoming aware of the foregoing, shall remit to the Owner
        the
        Unpaid Principal Balance of the related Mortgage Loan plus accrued and unpaid
        interest by deposit thereof in the Account pursuant to Section 2.4. The Owner
        shall assign the related Mortgage and endorse the related Mortgage Note to
        the
        Servicer and shall do all things necessary to transfer ownership of the Mortgage
        Loan to the Servicer. The Servicer shall maintain the Fidelity Bond as provided
        for in Section 2.11 protecting and insuring the Servicer against, losses
        sustained with respect to any Mortgage Loan satisfied or released other than
        in
        accordance with the procedures set forth herein.

       

      (c)  The
        Owner
        shall, within five (5) Business Days following receipt of any request from
        the
        Servicer (or within such shorter period as is necessary for the Servicer
        to
        perform its obligations hereunder in compliance with all Acceptable Servicing
        Procedures) deliver or cause to be delivered to the Servicer the Collateral
        File
        (or any portion thereof) required by the Servicer to process any satisfaction
        or
        release of any Mortgage pursuant to this Section 4.2. In addition, if any
        Mortgage Loan has been paid in full and, pursuant to Section 2.2(b) of the
        Purchase Agreement, the Owner has recorded the related Assignment of Mortgage
        designating the Owner as the holder of record of the Mortgage, the Servicer
        shall prepare and deliver to the Owner, together with a request for execution,
        the documents and instruments necessary to satisfy or release the lien of
        the
        Mortgage. The Owner shall, within five (5) Business Days following its
        receipt of any such request, send to the Servicer the fully-executed documents
        that were prepared and requested by the Servicer. In the event that applicable
        state law requires that a satisfaction or release be recorded within a shorter
        time period than the foregoing procedure permits, the Servicer shall advise
        the
        Owner accordingly and shall use commercially reasonable efforts to ensure
        that
        the lien of the Mortgage is released or satisfied in accordance with applicable
        state law requirements, and the Owner shall assist therewith by, to the extent
        reasonably practicable, returning to the Servicer the required portion of
        the
        Collateral File and, if applicable, the executed satisfaction and release
        documents and instruments within the time periods reasonably specified by
        the
        Servicer. 

       

      
        
          
          

        

        
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      (d)  If
        a
        Mortgage Loan that has been paid in full is a MERS Loan, the Servicer may
        cause
        the removal of such Mortgage Loan from registration on the MERS® System and
        execute and deliver, on behalf of the Owner, any and all related instruments
        of
        satisfaction or release. No expense incurred in connection with the delivery
        of
        any instrument of satisfaction or deed or reconveyance shall be chargeable
        to
        the Account or the Owner.

       

      Section
        4.3.  Servicing
        Compensation

       

      The
        Servicer shall be entitled to pay itself a Servicing Fee for each Mortgage
        Loan
        serviced hereunder. The obligation of the Owner to pay such Servicing Fee
        is
        limited to, and payable solely from, the interest portion of the Monthly
        Payments and Late Collections collected by the Servicer with respect to the
        related Mortgage Loan. Additional servicing compensation in the form of
        non-sufficient funds check fees, assumption fees, conversion fees, other
        related
        administrative fees, late payment charges, Prepayment Charges (except
        as otherwise specified in the relevant Commitment Letter) and other similar
        types of ancillary fees and charges that are actually received by the Servicer
        may be retained by the Servicer to the extent not required to be deposited
        into
        the Account pursuant to the terms of this Agreement. In addition to the
        Servicing Fee payable hereunder, the Servicer shall be entitled to pay itself
        an
        REO Management Fee for each REO Property managed by the Servicer or its agent.
        The Servicer shall be required to pay all expenses incurred by it in connection
        with its servicing activities hereunder and shall not be entitled to
        reimbursement therefor except as specifically provided for in this Agreement.
        Any Late Collections shall be applied by the Servicer in the following order
        of
        priority: (i) first to pay the expenses incurred in connection with collection
        of such Late Collections, (ii) second to reimburse itself for any related
        unpaid
        Servicing Fees, unpaid REO Management Fees and unreimbursed Servicing Advances
        and, with respect to a Mortgage Loan subject to a Securitization Transaction
        which is a Permitted Reconstitution, Monthly Advances and (iii) the balance
        to
        be distributed to the Owner.

       

      
        
          
          

        

        
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      Section
        4.4.  Owner’s
        Right to Examine Servicer Records, etc.

       

      (a)  The
        Owner
        shall have the right, at its expense, to (i) examine and audit the Servicer’s
        books of account, records, reports and other papers relating to (x) the
        performance by the Servicer of its obligations and duties under this Agreement,
        or (y) the Mortgage Loans, (ii) make copies and extracts therefrom and (iii)
        discuss the affairs, finances, and accounts of the Servicer relating to such
        performance with the Servicer’s officers and employees, all at such times and
        places, and with such frequency, as may be reasonably requested.

       

      (b)  The
        Servicer shall provide to the Owner and any supervisory agents or examiners
        representing a state or federal governmental agency having jurisdiction over
        the
        Owner, including without limitation the OTS, the FDIC and other similar
        entities, access to any documentation regarding the Mortgage Loans in the
        possession of the Servicer that is required by any applicable regulations.
        Such
        access shall be afforded without charge, upon reasonable request, during
        normal
        business hours, at the offices of the Servicer and in accordance with any
        applicable regulations.

       

      Section
        4.5.  Cooperation

       

      The
        Servicer and the Owner shall cooperate fully with one another and their
        respective counsel and other representatives and advisors in connection with
        the
        steps required to be taken as part of their respective obligations under
        this
        Agreement.

       

      Section
        4.6.  Consents
        and Approvals

       

      The
        Servicer shall timely obtain, at its sole cost and expense, the consents
        and
        approvals required by law or pursuant to contract to consummate the transactions
        contemplated hereby. All such consents shall be obtained without any cost
        or
        expense to the Owner and shall be obtained without any adverse modification
        in
        the terms of any of the agreements relating to the Mortgage Loans or the
        imposition of any burdensome provisions or conditions on the Owner.

       

      ARTICLE
        5.

       

      THE
        SERVICER

       

      Section
        5.1.  Indemnification;
        Third Party Claims

       

      (a)  (i)
        The
        Servicer agrees to indemnify and hold harmless the Owner against any and
        all
        losses, penalties, fines, forfeitures, legal fees and related costs, judgments
        and any other costs, fees and expenses resulting from the defense of any
        claim
        against the Owner by a third party in any way related to the failure of the
        Servicer to service the Mortgage Loans in compliance with the terms of this
        Agreement; provided, however, the Servicer shall not be liable hereunder
        with
        respect to (A) any action or inaction resulting from the written direction
        or
        consent of the Owner, (B) any action or inaction resulting from the Owner’s
        failure to cause any Collateral File (or portion thereof) to be released
        to the
        Servicer pursuant to Sections 2.18 or 4.2(c), (C) any action or inaction
        resulting from the Owner’s failure to comply with Section 5.1(b) or
        Section 5.6 or (D) any indirect, special or consequential damages, losses,
        costs or expenses incurred by Owner. (ii) The Servicer shall notify the Owner
        if
        a claim is made by a third party with respect to this Agreement or the Mortgage
        Loans that the Servicer determines in its good faith judgment will materially
        affect the Owner’s interest in such Mortgage Loans. The Servicer shall assume
        (with the written consent of the Owner) the defense of any such claim and,
        subject to the last sentence of clause (iii) of this Section 5.1, pay all
        reasonable expenses in connection therewith, including counsel fees, and
        promptly pay, discharge and satisfy any judgment or decree that may be entered
        against the Servicer or the Owner in respect of such claim. The Servicer
        shall
        follow any written instructions received from the Owner in connection with
        any
        such claim. The Servicer shall have the right to reimburse itself from the
        Account for all expenses, advances and liabilities incurred by the Servicer
        in
        respect of any such claim (whether or not the Servicer has assumed the defense
        thereof), except when the claim (x) is related to the Servicer’s
        obligations to indemnify the Owner pursuant hereto, (y) results from the
        failure
        of the Servicer to service the Mortgage Loans in compliance with the terms
        of
        this Agreement, or (z) results from the Servicer’s willful misconduct, bad
        faith or negligence in performing its duties under this Agreement. (iii)
        If the
        Owner receives service of a summons or other first legal process, the Servicer
        shall not be liable for any costs or expenses pursuant to the indemnity in
        this
        Section 5.1 unless the Owner provides written notice to the Servicer that
        describes the nature of the claim within a reasonable time after service
        of such
        summons or other first legal process upon the Owner; provided, however, that
        the
        Owner's failure to notify the Servicer pursuant to this paragraph shall not
        relieve the Servicer from any liability that the Servicer may have to the
        Owner
        otherwise than on account of this indemnity. The Servicer shall not be required
        to indemnify any person for any settlement of any claim effected without
        the
        Servicer's consent, which consent shall not be unreasonably withheld.


       

      
        
          
          

        

        
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      (b)  With
        respect to any Mortgage Loan, if the Owner records or causes to be recorded
        the
        related Assignment of Mortgage designating the Owner as the holder of record
        of
        the Mortgage in the appropriate public recording office of the jurisdiction
        in
        which the related Mortgaged Property is located, and the Owner, in its capacity
        as the holder of record, receives written notice of any action with respect
        to
        the related Mortgage or Mortgaged Property, the Owner shall promptly send
        a copy
        of such notice to the Servicer in accordance with Section 9.8. The Servicer
        shall have no liability to the Owner for claims, losses, penalties, fines,
        forfeitures, legal fees and related costs, judgments, or any other costs
        or
        expenses, that result from the Owner’s failure to comply with the provisions set
        forth in this paragraph.

       

      Section
        5.2.  Servicer
        Covenants; Merger or Consolidation of the Servicer

       

      (a)  The
        Servicer covenants that, subject to Section 5.2(b), it shall keep in full
        force
        and effect its existence, rights and franchises as a corporation and its
        status
        as a Fannie Mae or Freddie Mac approved servicer in good standing.

       

      (b)  Any
        Person into which the Servicer may be merged or consolidated, or any Person
        resulting from any merger, conversion or consolidation to which the Servicer
        shall be a party, or any Person succeeding to all, or substantially all,
        of the
        business or assets of the Servicer (whether or not related to loan servicing),
        shall be the successor of the Servicer hereunder, without the execution or
        filing of any paper, or any further act on the part of any of the parties
        hereto, anything herein to the contrary notwithstanding; provided, however,
        that
        the Servicer shall not be a party to any such merger, consolidation or
        conversion, or sell or otherwise dispose of all, or substantially all, of
        its
        business or assets, unless the successor or surviving Person shall be an
        institution that is a Fannie Mae or Freddie Mac approved servicer in good
        standing and a member of MERS in good standing. In addition, the successor
        or
        surviving Person shall be an institution (i) having a GAAP net worth of not
        less
        than $25,000,000 and (ii) the deposits of which are insured by the FDIC,
        SAIF
        and/or BIF, or which is a HUD-approved mortgagee whose primary business is
        in
        origination and servicing of first lien mortgage loans.

       

      
        
          
          

        

        
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      Section
        5.3.  Limitation
        on Liability of the Servicer and Others

       

      The
        Servicer and the directors, officers, employees or agents of the Servicer
        shall
        not be under any liability to the Owner (i) for any action taken, or for
        refraining from the taking of any action, in good faith pursuant to this
        Agreement, (ii) for errors in judgment made in good faith, (iii) for any
        action
        or inaction in accordance with the written direction or consent of the Owner,
        (iv) for any action or inaction resulting from the Owner’s failure to cause any
        Collateral File (or portion thereof) to be released to the Servicer pursuant
        to
        Sections 2.18 or 4.2(c), or (v) for any action or inaction resulting from
        the Owner’s failure to comply with Section 5.1(b) or Section 5.6; provided,
        however, this provision shall not protect the Servicer against any breach
        of
        warranties or representations made herein, any failure to perform its
        obligations in accordance with any standard of care set forth in this Agreement
        (unless in accordance with the written direction or consent of the Owner)
        or any
        liability that would otherwise be imposed by reason of willful misconduct,
        bad
        faith or negligence in the performance of duties. The Servicer and any officer,
        employee or agent of the Servicer may rely in good faith on any document
        of any
        kind that appears, on its face, to be properly executed and submitted by
        any
        Person respecting any matters arising hereunder. Subject to Section 5.1(a),
        the Servicer shall not be under any obligation to appear in, prosecute or
        defend
        any legal action that is not incidental to its duties under this Agreement
        and
        that may result in any expense or liability to the Servicer; provided, however,
        that the Servicer may, with the written consent of the Owner, undertake any
        such
        action that
        it
        may
        deem necessary or desirable with respect to this Agreement and the rights,
        duties, and the interests of the parties hereto. In such event, the legal
        expenses and costs of such action and any liability resulting therefrom shall
        be
        expenses, costs, and liabilities for which the Owner shall be liable and
        the
        Servicer shall be entitled to be reimbursed therefor from the
        Account,
        unless
        any such costs or liabilities shall result from the negligence, bad faith
        or
        willful misfeasance of the Servicer in performing such action.

       

      Section
        5.4.  Servicer
        Not to Resign

       

      The
        Servicer shall not resign from the obligations and duties hereby imposed
        on it
        except upon the determination that such Servicer’s duties hereunder are no
        longer permissible under Applicable Requirements and such incapacity cannot
        be
        cured by such Servicer. Any such determination permitting the resignation
        of the
        Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
        to
        the Owner. No such resignation shall become effective until a successor that
        satisfies the requirements set forth in Section 9.1 has assumed the
        Servicer’s responsibilities and obligations hereunder in accordance with such
        Section.

       

      
        
          
          

        

        
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      Section
        5.5.  Transfer
        of Servicing

       

      The
        Servicer acknowledges that the Owner has entered into this Agreement in reliance
        upon the adequacy of the Servicer’s servicing facilities, plan, personnel,
        records and procedures, its integrity, reputation and financial standing
        and the
        continuance thereof. Without in any way limiting the generality of this Section
        5.5, the Servicer shall not either assign this Agreement or any of the servicing
        rights or obligations hereunder except (i) in connection with a merger or
        consolidation permitted under Section 5.2(b), or (ii) with the prior
        written consent of the Owner, which consent shall not be unreasonably withheld
        or delayed.

       

      Section
        5.6.  Transfer
        of Mortgage Loans

       

      (a)  The
        Owner
        shall have the right, without the consent of the Servicer, to assign its
        interest under this Agreement with respect to any Mortgage Loans that have
        been
        assigned in accordance with Article 6 of the Purchase Agreement; provided,
        however, that the Owner shall give the Servicer Required Notice prior to
        any
        such assignment of its interest under this Agreement. In any such case, all
        references to the Owner shall be deemed to include such assignee.

       

      (b)  The
        Servicer shall keep books and records in which, subject to such reasonable
        regulations as it may prescribe, the Servicer shall note transfers of Mortgage
        Loans. For the purposes of this Agreement, the Servicer shall be under no
        obligation to deal with any Person with respect to this Agreement or any
        Mortgage Loan unless the books and records show such person as the owner
        of such
        Mortgage Loan. Upon receipt of a written notice from the Owner of any assignment
        of any Mortgage Loan permitted under the Purchase Agreement, the Servicer
        shall
        mark its books and records to reflect the ownership of such Mortgage Loan
        by
        such assignee.

       

      Section
        5.7.  Representations
        and Warranties of the Servicer

       

      The
        Servicer hereby represents and warrants to the Owner as of each Closing Date
        as
        follows:

       

      (a)  The
        Servicer is a federally chartered savings bank, duly organized, validly existing
        and in good standing under the laws of the United States, and has all licenses
        necessary to carry on its business as now being conducted. The Servicer has
        the
        corporate power and authority to enter into, execute and deliver this Agreement
        and all documents and instruments executed and delivered pursuant hereto
        and to
        perform its obligations in accordance therewith. The execution, delivery
        and
        performance of this Agreement by the Servicer and the consummation of the
        transactions contemplated hereby have been duly and validly authorized. This
        Agreement evidences the valid, binding and enforceable obligations of the
        Servicer, subject as to enforcement, (i) to bankruptcy, insolvency,
        receivership, conservatorship, reorganization, arrangement, moratorium and
        other
        laws of general applicability relating to or affecting creditors’ rights and
        (ii) to general principles of equity, whether such enforcement is considered
        in
        a proceeding in equity or at law. All requisite corporate action has been
        taken
        by the Servicer to make this Agreement valid and binding upon the Servicer
        in
        accordance with its terms.

       

      
        
          
          

        

        
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      (b)  No
        consent, approval, authorization, or order of any court or governmental agency
        or body relating to the transactions contemplated by this Agreement is required
        as to the Servicer or, if required, such consent, approval, authorization,
        or
        order has been obtained.

       

      (c)  The
        consummation of the transactions contemplated by this Agreement, including
        without limitation the fulfillment of, or compliance with, the terms and
        conditions of this Agreement, are in the ordinary course of business of the
        Servicer and shall not (i) result in the breach of any term or provision of
        the charter or by-laws of the Servicer, (ii) result in the breach of any
        term or provision of, or conflict with or constitute a default under, or
        result
        in the acceleration of any obligation under, any material agreement, indenture,
        loan or credit agreement, or other instrument to which the Servicer or its
        property is subject, or (iii) result in the violation of any law, rule,
        regulation, order, judgment, or decree to which the Servicer or its property
        is
        subject.

       

      (d)  There
        is
        no action, suit, proceeding or investigation pending or, to the best of the
        Servicer’s knowledge, threatened against the Servicer that, either in any one
        instance or in the aggregate, is likely (in the Servicer’s judgment), to result
        in any material impairment of the right or ability of the Servicer to carry
        on
        its business substantially as now conducted, or that would adversely affect
        the
        validity of this Agreement, or of any action taken or to be taken in connection
        with the obligations of the Servicer contemplated herein, or that would be
        likely to materially impair the ability of the Servicer to perform its
        obligations hereunder.

       

      (e)  The
        Servicer is an approved servicer of mortgage loans for Fannie Mae and Freddie
        Mac, in good standing. No event has occurred, including but not limited to
        a
        change in insurance coverage, that would make the Servicer unable to comply
        with
        Fannie Mae or Freddie Mac eligibility requirements.

       

      (f)  The
        Servicer is a member of MERS in good standing. The Servicer shall comply
        in all
        material respects with the rules and procedures of MERS in connection with
        the
        servicing of each MERS Loan for as long as each such Mortgage Loan is registered
        on the MERS® System.

       

      ARTICLE
        6.


       

      DEFAULT

       

      Section
        6.1.  Events
        of
        Default

       

      In
        case
        one or more of the following Events of Default by the Servicer shall occur
        and
        be continuing:

       

      (i)  any
        failure by the Servicer to remit to the Owner when due any payment required
        to
        be made under the terms of this Agreement, which failure continues unremedied
        for a period of two (2) Business Days after the date on which written notice
        of
        such failure requiring the same to be remedied, shall have been received
        by the
        Servicer, from the Owner; or

       

      
        
          
          

        

        
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      (ii)  any
        failure by the Servicer to duly observe or perform, in any material respect,
        any
        other covenant, obligation or agreement of the Servicer as set forth in this
        Agreement, which failure continues unremedied for a period of sixty (60)
        (or, in
        the case of any failure to pay the premium for any insurance policy that
        is
        required to be maintained hereunder, 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 Servicer by the Owner; or

       

      (iii)  a
        decree
        or order of a court or agency or super-visory authority having jurisdiction
        for
        the appointment of a conservator or receiver or liquidator in any insolvency,
        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 Servicer and such decree or order shall have remained
        in force, undischarged or unstayed for a period of sixty (60) days;
        or

       

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

       

      (v)  the
        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; or

       

      (vi)  the
        Servicer shall fail to be an approved servicer of mortgage loans for Fannie
        Mae
        in good standing; 

       

      (vii)  the
        Servicer shall attempt to assign this Agreement or the servicing
        responsibilities hereunder in contravention of this Agreement.

       

      (viii)  any
        failure by the Servicer to perform its obligations under Sections 8.4(b),
        8.5(b), 8.5(c) or 8.5(d) when required; or

       

      (ix)  any
        failure by the Servicer to perform any of its obligations under Section 8.6
        or
        8.7, including any failure by the Servicer to identify pursuant to Section
        8.8(b) any Subcontractor that is a Participating Entity (unless such failure
        to
        identify a Subcontractor as a Participating Entity was attributable solely
        to
        the role or function of such Subcontractor with respect to mortgage loans
        other
        than Mortgage Loans), which continues unremedied for a period of five calendar
        days;

       

      then,
        and
        in each and every such case, so long as such Event of Default shall not have
        been remedied, the Owner, by notice in writing to the Servicer (in each such
        instance, the “Defaulted Servicer”), may, in addition to whatever rights the
        Owner may have at law or equity, including injunctive relief and specific
        performance, commence termination of all of the rights and obligations of
        the
        Defaulted Servicer under this Agreement pursuant to Section 7.2, and may
        exercise any and all other remedies available at law or at equity. Upon receipt
        by the Defaulted Servicer of such written notice from the Owner stating the
        intent to terminate the Defaulted Servicer as servicer under this Agreement
        as a
        result of such Event of Default, all authority and power of the Defaulted
        Servicer under this Agreement, whether with respect to the Mortgage Loans
        or
        otherwise, shall pass to and be vested in the successor appointed pursuant
        to
        Section 9.1. Upon written request from the Owner, the Defaulted Servicer
        shall, at its sole expense, prepare, execute, and place in such successor’s
        possession or control all Collateral Files and Credit Files, and do or cause
        to
        be done all other acts or things necessary or appropriate to effect the purposes
        of such notice of termination, all of which shall be undertaken immediately
        and
        shall be completed as soon as possible and in all events by not later than
        thirty (30) days following the Owner’s request therefor. The Defaulted Servicer
        agrees to cooperate with the Owner and such successor in effecting the
        termination of the Defaulted Servicer’s responsibilities and rights hereunder,
        including, without limitation, the transfer to such successor of all cash
        amounts that have been credited by the Defaulted Servicer to the Account
        or the
        Escrow Account at the time of transfer, and all other amounts that may
        thereafter be received with respect to the Mortgage Loans and to which the
        Defaulted Servicer is not entitled pursuant to the terms of this Agreement.
        The
        Defaulted Servicer shall promptly reimburse the Owner (or any designee of
        the
        Owner, such as a master servicer) and any Depositor, as applicable, for all
        reasonable expenses incurred by the Owner (or such designee) or such Depositor
        as such are incurred, in connection with the termination of the Defaulted
        Servicer as servicer and the transfer of servicing of the Mortgage Loans
        to a
        successor servicer. The provisions of this paragraph shall not limit whatever
        rights the Purchaser or any Depositor may have under other provisions of
        this
        Agreement or otherwise, whether in equity or at law, such as an action for
        damages, specific performance or injunctive relief.

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, in the event that the Servicer (or any applicable Subservicer
        or
        Subcontractor) delivers any missing information, report, certification or
        accountants' letter, following the expiration of the five calendar day cure
        period provided in Section 6.1(ix), and despite such late delivery, the related
        annual report on Form 10-K is filed on time without having to file a Form
        12b-25
        related to a notification of an inability to make a timely Exchange Act report
        filing and the Servicer indemnifies and promptly reimburses the parties
        specified in Section 8.9(b) pursuant to Section 8.9(b) for all costs and
        expenses incurred as a result of such delay, any notice declaring an Event
        of
        Default shall be automatically revoked and the delay in providing the missing
        information, report, certification or accountants' letter shall cease to
        constitute an Event of Default.

       

      Section
        6.2.  Waiver
        of
        Defaults

       

      The
        Owner
        may waive any default by the Defaulted Servicer in the performance of its
        obligations hereunder and its consequences. Any such waiver must be in writing
        to be effective. Upon any waiver of a past default, such default shall cease
        to
        exist, and any Event of Default arising therefrom shall, unless otherwise
        specified in such waiver, be deemed to have been remedied for every purpose
        of
        this Agreement unless the Defaulted Servicer fails to comply with the terms
        of
        such waiver. No such waiver shall extend to any subsequent or other default
        or
        impair any right consequent thereto except to the extent expressly so
        waived.

       

      
        
          
          

        

        
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      Section
        6.3.  Survival
        of Certain Obligations and Liabilities of the
        Defaulted Servicer

       

      The
        representations, warranties, covenants, indemnities and agreements of the
        parties provided in this Agreement and the parties’ obligations hereunder shall
        survive the execution and delivery and the termination or expiration of this
        Agreement. Notwithstanding any termination of the rights and obligations
        of the
        Servicer pursuant to this Article 6, the Defaulted Servicer shall remain
        liable for any actions of the Defaulted Servicer taken prior to the effective
        time of such termination.

       

      ARTICLE
        7.

       

      TERMINATION

       

      Section
        7.1.  Termination
        of Agreement

       

      This
        Agreement shall terminate upon either (i) the later of the distribution to
        the Owner of final payment or liquidation with respect to the last Mortgage
        Loan
        subject to this Agreement and each REO Property or the disposition of all
        property acquired upon foreclosure or deed in lieu of foreclosure with respect
        to the last Mortgage Loan subject to this Agreement and the remittance of
        all
        funds due hereunder, or (ii) the mutual written consent
        of
        the parties.

       

      Section
        7.2.  Termination
        of the Servicer
        Upon
        Unremedied Event of Default

       

      The
        Owner
        may, at its sole option, following an unremedied Event of Default and in
        accordance with Section 6.1, terminate any rights the Servicer may have
        hereunder. The Owner, with full cooperation of the Servicer, shall arrange
        for
        the transfer of servicing, at the Owner’s option, to the Owner or a third party
        successor servicer pursuant to Section 9.1, and the Servicer shall continue
        servicing the Mortgage Loans under this Agreement, for the Servicing Fee
        provided herein, until the Owner gives the Servicer notice of such
        transfer.

       

      ARTICLE
        8.  

       

      RECONSTITUTIONS;
        REGULATION AB COMPLIANCE

       

      Section
        8.1.  Reconstitutions;
        Servicer’s Purchase Right

       

      (a)  Upon
        Required Notice to the Servicer and subject to the terms and conditions in
        Article 6 of the Purchase Agreement, the Owner may, at its sole option, effect
        one or more Whole Loan Transfers or Securitization Transactions with respect
        to
        some or all of the Mortgage Loans (each, a “Permitted Reconstitution”). In
        connection with a Permitted Reconstitution, the Owner, in its sole discretion,
        may assign its rights under this Agreement with respect to the Mortgage Loans
        subject to such Permitted Reconstitution, and the Servicer
        shall service the affected Mortgage Loans as the servicer, or as subservicer,
        if
        a master servicer is employed as provided in clause (iii) of Section 8.2,
        on the
        terms and conditions set forth herein and in any related Reconstitution
        Agreement.

       

      
        
          
          

        

        
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      (b)  The
        Owner
        shall promptly notify the Servicer if the percentage of Mortgage Loans in
        the
        entire related transaction increases above the percentage specified in the
        Required Notice.

       

      (c)  The
        Owner
        shall reimburse the Servicer for all reasonable out-of-pocket expenses,
        including attorneys’ fees, incurred by the Servicer in connection with any
        Reconstitution, provided, that the attorneys’ fees shall be subject to a cap of
        $5,000.00 (the “Attorney
        Fee Cap”)
        which
        Attorney Fee Cap shall be applied to each Reconstitution individually; provided,
        further that if the Owner requires the Servicer (i) to execute any agreement
        other than what is required pursuant to Section 8.2(a)(i) or (ii) to execute
        an
        assignment, assumption and recognition agreement that substantially differs
        from
        the form of assignment, assumption and recognition agreement previously agreed
        upon by the Owner and the Servicer, or (iii) to substantially add or modify
        any
        of the servicing provisions in this Agreement or (iv) to deliver additional
        legal opinions other than an opinion of counsel customarily provided by the
        Servicer as to the Servicer’s corporate authority and the enforceability of the
        assignment, assumption and recognition agreement against the Servicer, or
        (v) to
        provide additional disclosure for their Disclosure Document other than what
        is
        required in Section 8.5(a) or make any changes to the assignment, assumption
        and
        recognition agreement required hereunder due to the implementation of new
        laws
        and regulations relating to asset-backed securities, such Attorney Fee Cap
        will
        not apply

       

      (d)  With
        respect to any Permitted Reconstitution, the Servicer shall: (i) provide
        the
        Owner with information and appropriate verification of information in its
        possession or control as may reasonably be necessary in order to effect such
        Reconstitution (and, to the extent any such information is in the possession
        or
        control of any third party, use commercially reasonable efforts to cause
        such
        third party to provide such information) and (ii) cooperate with all reasonable
        requests and due diligence procedures not otherwise addressed
        herein. 

       

      (e)  If,
        at
        any time, either (i) the aggregate Unpaid Principal Balance of any pool of
        Mortgage Loans that are transferred pursuant to a Whole Loan Transfer
        (“Transferred
        Loans”)
        is
        less than or equal to one percent (1%) of
        the
        Unpaid Principal Balance of such Transferred Loans on the date of such Whole
        Loan Transfer, or (ii) the aggregate Unpaid Principal Balance of any Mortgage
        Loans serviced hereunder and retained by the Owner (“Portfolio
        Loans”)
        is
        less than or equal to one percent (1%) of the Unpaid Principal Balance of
        such
        Portfolio Loans on the date of purchase from the applicable Seller, the Servicer
        may elect, in its sole discretion, to purchase such Transferred Loans or
        Portfolio Loans, as the case may be. The purchase price of Mortgage Loans
        purchased by the Servicer pursuant to this Section 8.1(e) shall equal the
        lesser of (i) the aggregate fair market value of such Mortgage Loans at the
        time
        of purchase by the Servicer and (ii) the aggregate Unpaid Principal Balance
        of
        such Mortgage Loans, plus the amount of interest on such Unpaid Principal
        Balance at the applicable Net Rate from the date to which interest has last
        been
        paid and distributed to the Owner to, and including, the last day of the
        month
        in which such purchase occurs.

       

      Section
        8.2.  Reconstitution
        Agreements

       

      (a)  In
        connection with each Permitted Reconstitution, the Servicer shall:

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      (i)  execute
        and deliver a Reconstitution Agreement containing terms and conditions that
        are
        consistent with the terms and conditions set forth herein and in the Purchase
        Agreement and, in the case of a Securitization Transaction, that are customary
        for publicly offered securities or privately placed securities, as the case
        may
        be, backed by mortgage loans similar to the Mortgage Loans included in such
        Securitization Transaction, provided that (A) any servicing reporting
        requirements must be consistent with the standard practices of the Servicer;
        and
        (B) such Reconstitution Agreement does not expand in any material respect
        any of
        the obligations, duties or liabilities of the Servicer under this Agreement
        or
        result in any increased cost to the Servicer;

       

      (ii)  with
        respect to any Securitization Transaction in which all or substantially all
        of
        the mortgage loans in the entire related transaction consist of Mortgage
        Loans,
        (A) execute and deliver a pooling and servicing agreement that meets the
        requirements of clause (i) above, provided that each of the parties to such
        pooling and servicing agreement negotiates in good faith any terms or conditions
        in such pooling and servicing agreement not specifically referenced or provided
        for under this Agreement or the Purchase Agreement; and (B) provide the Owner
        with opinions of counsel as to the Servicer’s corporate authority and the
        enforceability of the pooling and servicing agreement against the Servicer
        and
        certificates from public officials, each as the Servicer shall reasonably
        determine to be necessary to effect such Securitization Transaction;
        and

       

      (iii)  in
        the
        event the Owner or its assignee elects to appoint and designate a master
        servicer of Mortgage Loans pursuant to a Reconstitution Agreement, (A) the
        Servicer shall service the Mortgage Loans, and remit and report to the master
        servicer, in accordance with the terms of this Agreement and the related
        Reconstitution Agreement; (B) the master servicer shall have the right as
        designee of the Owner to enforce the covenants and conditions set forth in,
        and
        to give any waivers or consents required or allowed under, this Agreement
        on
        behalf of the Owner; and (C) the Servicer shall follow and shall be entitled
        to
        rely on the instructions and any waiver or consents of the master servicer
        under
        this Agreement as if such instructions were the instructions of the
        Owner.

       

      Section
        8.3.  Intent
        of the Parties; Reasonableness

       

      The
        Owner
        and the Servicer acknowledge and agree that the purpose of Article 8 of this
        Agreement is to facilitate compliance by the Owner and any Depositor with
        the
        provisions of Regulation AB and related rules and regulations of the Commission.
        Although Regulation AB is applicable by its terms only to offerings of
        asset-backed securities that are registered under the Securities Act, the
        Servicer acknowledges that investors in privately offered securities may
        require
        that the Owner or any Depositor provide comparable disclosure in unregistered
        offerings. Except as expressly specified in Section 8.10, references in this
        Agreement to compliance with Regulation AB include provision of comparable
        disclosure in private offerings.

      


      The
        Owner
        and the Servicer acknowledge and agree that the purpose of Sections 8.4,
        8.5,
        8.6, 8.7, 8.8 and 8.9 is to facilitate compliance by the Owner and any Depositor
        with the provisions of Regulation AB and related rules and regulations
        of
        the Commission.

       

      
        
          
          

        

        
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      Neither
        the Owner nor any Depositor shall exercise its right to request delivery
        of
        information or other performance under these provisions other than in good
        faith, or for purposes other than compliance with the Securities Act, the
        Exchange Act and the rules and regulations of the Commission thereunder.
        The
        Servicer acknowledges that interpretations of the requirements of Regulation
        AB
        may change over time, whether due to interpretive guidance provided by the
        Commission or its staff, consensus among participants in the asset-backed
        securities markets, advice of counsel, or otherwise, and agrees to comply
        with
        requests made by the Owner or any Depositor in good faith for delivery of
        information under these provisions on the basis of evolving interpretations
        of
        Regulation AB. Each party agrees that it shall cooperate in good faith to
        amend
        this Agreement in light of any changes in the interpretations of the
        requirements of Regulation AB over time, whether due to interpretive guidance
        provided by the Commission or its staff, consensus among participants in
        the
        asset-backed securities markets, advice of counsel, or otherwise. In
connection
        with any Securitization Transaction to which Regulation AB applies, the Servicer
        shall cooperate fully with the Owner to deliver to the Owner (including any
        of
        its assignees or designees) and any Depositor, any and all statements, reports,
        certifications, records and any other information necessary in the good faith
        determination of the Owner or such Depositor to permit the Owner or such
        Depositor to comply with the provisions of Regulation AB, together with such
        disclosures relating to the Servicer, any Subservicer, and the Mortgage Loans,
        or the servicing of the Mortgage Loans, reasonably believed by the Owner
        or such
        Depositor to be necessary in order to effect such compliance.

       

      The
        Owner
        (including any of its assignees or designees) shall cooperate with the Servicer
        by providing timely notice of requests for information under these provisions
        and by reasonably limiting such requests to information required, in the
        Owner’s
        reasonable judgment, to comply with Regulation AB.

       

      Section
        8.4.  Additional
        Representations and Warranties of the Servicer

       

      (a)  The
        Servicer shall be deemed to represent to the Owner and to any Depositor,
        as of
        the date on which information is first provided to the Owner or such Depositor
        under Section 8.5 for a Permitted Reconstitution that, except as disclosed
        in
        writing to the Owner or such Depositor, as applicable: (i)
        the
        Servicer is not aware and has not received notice that any default, early
        amortization or other performance triggering event has occurred as to any
        other
        securitization due to any act or failure to act of the Servicer; (ii)
the
        Servicer has not been terminated as servicer in a residential mortgage loan
        securitization, either due to a servicing default or to application of a
        servicing performance test or trigger; (iii) no
        material noncompliance
        with the applicable servicing criteria with respect to other securitizations
        of
        residential mortgage loans involving the Servicer as servicer
        has been
        disclosed or reported by the Servicer; (iv) no material
        changes to the Servicer’s policies or procedures with respect to the servicing
        function it will perform under this Agreement and any Reconstitution Agreement
        for mortgage loans of a type similar to the Mortgage Loans
        have
        occurred during the three-year period immediately preceding the related
        Securitization Transaction; (v) there are no aspects of the Servicer’s financial
        condition that could have a material adverse effect on the performance by
        the
        Servicer of its servicing obligations under this Agreement or any Reconstitution
        Agreement;
        (vi)
        there are no material
        legal or governmental proceedings pending (or known to be contemplated) against
        the Servicer or any Subservicer;
        and
        (vii) there are no affiliations, relationships or transactions relating to the
        Servicer or any Subservicer with respect to any Securitization Transaction
        and
        any party thereto identified by the related Depositor of a type described
        in
        Item 1119 of Regulation AB (other than the affiliation between the Servicer
        and
        Washington Mutual Bank fsb).

       

      
        
          
          

        

        
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      (b)  If
        so
        requested by the Owner or any Depositor on any date following the date on
        which
        information is first provided to the Owner or such Depositor under Section
        8.5,
        the Servicer shall confirm in writing the accuracy of the representations
        and
        warranties set forth in Section 8.4(a) or, if any such representation and
        warranty is not accurate as of the date of such request, provide reasonably
        adequate disclosure of the pertinent facts, in writing, to the requesting
        party.

       

      Section
        8.5.  Information
        to Be Provided by the Servicer

       

      In
        connection with any Securitization Transaction that is a Permitted
        Reconstitution, the Servicer shall (x) within five Business Days following
        request by the Owner or any Depositor, provide to the Owner and such Depositor
        (or, as applicable, cause each Subservicer to provide), in writing and in
        form
        and substance reasonably satisfactory to the Owner and such Depositor, the
        information and materials specified in Sections 8.5(a) and (d), and (y) as
        promptly as practicable following notice to or discovery by the Servicer,
        provide to the Owner and any Depositor (in writing and in form and substance
        reasonably satisfactory to the Owner and such Depositor) the information
        specified in Section 8.5(b).

       

      (a)  If
        so
        requested by the Owner or any Depositor, the Servicer shall provide such
        information regarding the Servicer, as servicer of the Mortgage Loans, and,
        as
        applicable, each Subservicer, as is requested for the purpose of compliance
        with
        Item 1108 of Regulation AB. Such information shall include, at a
        minimum:

       

      (i)  the
        Servicer’s and each Subservicer’s form of organization;

       

      (ii)  a
        description of any material legal or governmental proceedings pending (or
        known
        to be contemplated) against the Servicer and each Subservicer;

       

      (iii)  a
        description of any affiliation or relationship between the Servicer and each
        Subservicer
        and any
        of the following parties to a Securitization Transaction, as such parties
        are
        identified to the Servicer by the Owner or any Depositor in writing not less
        than five (5) Business Days in advance of such Securitization
        Transaction:

       

      (A)  the
        Sponsor;

       

      (B)  the
        Depositor;

       

      (C)  the
        Issuing Entity;

       

      (D)  any
        servicer;

       

      (E)  any
        trustee;

       

      
        
          
          

        

        
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      (F)  any
        originator;

       

      (G)  any
        significant obligor;

       

      (H)  any
        enhancement or support provider; and

       

      (I)  any
        other
        material transaction party.

       

      (iv)  a
        description of how long the Servicer and each Subservicer have been servicing
        residential mortgage loans; a general discussion of the Servicer’s and each
        Subservicer’s experience in servicing assets of any type as well as a more
detailed
        discussion of the Servicer’s and each Subservicer’s experience in, and
        procedures for, the servicing function it will perform under this Agreement
        and
        any Reconstitution Agreement; information regarding the size, composition
        and
        growth of the Servicer’s and each Subservicer’s portfolio of residential
        mortgage loans of a type similar to the Mortgage Loans to the extent available,
        and information on factors related to the Servicer and each Subservicer that
        may
        be material, in the good faith judgment of the Owner or any Depositor, to
        any
        analysis of the servicing of the Mortgage Loans or the related asset-backed
        securities, as applicable, including, without limitation:

       

      (A)  whether
        any prior securitizations of mortgage loans of a type similar to the Mortgage
        Loans involving the Servicer or any Subservicer have defaulted or experienced
        an
        early amortization or other performance triggering event because of servicing
        during the three-year period immediately preceding the related Securitization
        Transaction;

       

      (B)  the
        extent of outsourcing the Servicer and each Subservicer utilizes;

       

      (C)  whether
        there has been previous disclosure of material noncompliance with the applicable
        servicing criteria with respect to other securitizations of residential mortgage
        loans involving the Servicer or any Subservicer during the three-year period
        immediately preceding the related Securitization Transaction;

       

      (D)  whether
        the Servicer or any Subservicer has been terminated as servicer in a residential
        mortgage loan securitization, either due to a servicing default or to
        application of a servicing performance test or trigger; and

       

      (E)  such
        other information as the Owner or any Depositor may reasonably request for
        the
        purpose of compliance with Item 1108(b)(2) of Regulation AB;

       

      (v)  a
        description of any material changes during the three-year period immediately
        preceding the related Securitization Transaction to the Servicer’s and each
        Subservicer’s policies or procedures with respect to the servicing function
it
        will
        perform under this Agreement and any Reconstitution Agreement for mortgage
        loans
        of a type similar to the Mortgage Loans;

       

      
        
          
          

        

        
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      (vi)  information
        regarding the Servicer’s and each Subservicer’s financial condition, to the
        extent that there is a material risk that an adverse financial event or
        circumstance involving the Servicer or Subservicer could have a material
        adverse
        effect on the performance by the Servicer or Subservicer of its servicing
        obligations under this Agreement or any Reconstitution Agreement;

       

      (vii)  information
        regarding advances to the extent applicable made by the Servicer and each
        Subservicer on the Mortgage Loans and the Servicer’s and Subservicer’s overall
        servicing portfolio of residential mortgage loans for the three-year period
        immediately preceding the related Securitization Transaction, which may be
        limited to a statement by an authorized officer of the Servicer or Subservicer
        to the effect that the Servicer or Subservicer has made all advances required
        to
        be made on residential mortgage loans serviced by it during such period,
        or, if
        such statement would not be accurate, information regarding the percentage
        and
        type of advances not made as required, and the reasons for such failure to
        advance;

       

      (viii)  a
        description of the Servicer’s and each Subservicer’s processes and procedures
        designed
        to address any special or unique factors involved in servicing loans of a
        similar type as the Mortgage Loans;

       

      (ix)  a
        description of the Servicer’s and each Subservicer’s processes for handling
        delinquencies, losses, bankruptcies and recoveries, such as through liquidation
        of mortgaged properties, sale of defaulted mortgage loans or workouts;
        and

       

      (x)  information
        as to how the Servicer and each Subservicer defines or determines delinquencies
        and charge-offs, including the effect of any grace period, re-aging,
        restructuring, partial payments considered current or other practices with
        respect to delinquency and loss experience.

       

      (b)  If
        so
        requested by the Owner or any Depositor for the purpose of satisfying its
        reporting obligation under the Exchange Act with respect to any class of
        asset-backed securities, the Servicer shall (or shall cause each Subservicer
        to)
        within five Business Days following such request (i) notify the Owner and
        such
        Depositor in writing of (A) any material litigation or governmental proceedings
        pending against the Servicer or any Subservicer and (B) any affiliations
        or
        relationships that develop following the closing date of a Securitization
        Transaction between the Servicer or any Subservicer and any of the parties
        specified in clause (iii) of Section 8.5(a) (and any other parties identified
        in
        writing by the requesting party) with respect to such Securitization
        Transaction, and (ii) provide to the Owner and such Depositor a description
        of
        such proceedings, affiliations or relationships.

       

      (c)  As
        a
        condition to the succession to the Servicer or any Subservicer as servicer
        or
        subservicer under this Agreement or any Reconstitution Agreement by any Person
        (i) into which the Servicer or such Subservicer may be merged or consolidated,
        or (ii) which may be appointed as a successor to the Servicer or any
        Subservicer, the Servicer shall provide to the Owner and any Depositor, at
        least
        15 calendar days prior to the effective date of such succession or appointment,
        (x) written notice to the Owner and such Depositor of such succession or
        appointment and (y) in writing and in form and substance reasonably satisfactory
        to the Owner and such Depositor, all information reasonably requested by
        the
        Owner or any Depositor in order to comply with its reporting obligation under
        Item 6.02 of Form 8-K with respect to any class of asset-backed
        securities.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      (d)  In
        addition to such information as the Servicer is obligated to provide pursuant
        to
        other provisions of this Agreement, if so requested by the Owner or any
        Depositor, the Servicer shall provide such information which is available
        to the
        Servicer regarding the performance or servicing of the Mortgage Loans as
        is
        reasonably required to facilitate preparation of distribution reports in
        accordance with Item 1121 of Regulation AB. Such information shall be provided
        concurrently with the monthly reports otherwise required to be delivered
        by the
        Servicer under this Agreement, commencing with the first such report due
        not
        less than ten (10) Business Days following such request.

       

      Section
        8.6.  Servicer
        Compliance Statement

       

      On
        or
        before March 10th
        of each
        calendar year, commencing in 2007, the Servicer shall deliver to the Owner
        and
        any Depositor a statement of compliance addressed to the Owner and such
        Depositor and signed by an authorized officer of the Servicer, to the effect
        that (i) a review of the Servicer’s activities during the immediately preceding
        calendar year (or applicable portion thereof) and of its performance under
        this
        Agreement and any applicable Reconstitution Agreement during such period
        has
        been made under such officer’s supervision, and (ii) to the best of such
        officer’s knowledge, based on such review, the Servicer has fulfilled all of its
        obligations under this Agreement and any applicable Reconstitution Agreement
        in
        all material respects throughout such calendar year (or applicable portion
        thereof) or, if there has been a failure to fulfill any such obligation in
        any
        material respect, specifically identifying each such failure known to such
        officer and the nature and the status thereof.

       

      Section
        8.7.  Report
        on
        Assessment of Compliance and Attestation

       

      (a)  On
        or
        before March 10th
        of each
        calendar year, commencing in 2007, the Servicer shall:

       

      (i)  deliver
        to the Owner and any Depositor a report (in form and substance reasonably
        satisfactory to the Owner and such Depositor) regarding the Servicer’s
        assessment of compliance with the Servicing Criteria during the immediately
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and
        Item
        1122 of Regulation AB. Such report shall be addressed to the Owner and such
        Depositor and signed by an authorized officer of the Servicer, and shall
        address
        each of the Servicing Criteria specified on a certification substantially
        in the
        form of Exhibit
        D
        hereto
        delivered to the Owner;

       

      (ii)  deliver
        to the Owner and any Depositor a report of a registered public accounting
        firm
        reasonably acceptable to the Owner and such Depositor that attests to, and
        reports on, the assessment of compliance made by the Servicer and delivered
        pursuant to the preceding paragraph. 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;

       

      
        
          
          

        

        
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      (iii)  cause
        each Subservicer and each Subcontractor determined by the Servicer pursuant
        to
        Section 8.8(b) to be “participating in the servicing function” within the
meaning
        of Item
        1122 of Regulation AB (each such Subcontractor, a “Participating
        Entity”),
        to
        deliver to the Owner and any Depositor an assessment of compliance and
        accountants’ attestation as and when provided in paragraphs (i) and (ii) of this
        Section 8.7(a); and

       

      (iv)  if
        requested by the Owner or any Depositor not later than February 1 of the
        calendar
        year in
        which such certification is to be delivered, deliver to the Owner, such
        Depositor and any other Person that will be responsible for signing the
        certification (a “Sarbanes
        Certification”)
        required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
        to
        Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
        issuer with respect to a Securitization Transaction a certification in the
        form
        attached hereto as Exhibit
        E.

       

      The
        Servicer acknowledges that the parties identified in clause (iv) above may
        rely
        on the certification provided by the Servicer pursuant to such clause in
        signing
        a Sarbanes Certification and filing such with the Commission. Neither the
        Owner
        nor any Depositor will require delivery of a certification under clause (iv)
        above unless such Depositor is required under the Exchange Act to file an
        annual
        report on Form 10-K with respect to an issuing entity whose asset pool includes
        Mortgage Loans. Further, no certification delivered under clause (iv) above
        shall be filed by the Owner or such Depositor or any designee thereof as
        an
        exhibit to, or otherwise included in, any filing with the
        Commission.

       

      (b)  Each
        assessment of compliance provided by a Subservicer pursuant to Section
        8.7(a)(iii) shall address each of the Servicing Criteria identified as
        applicable to such Subservicer and specified on a certification substantially
        in
        the form of Exhibit
        D
        hereto
        delivered to the Owner on or prior to the date on which such Subservicer
        is
        appointed. An assessment of compliance provided by a Subcontractor pursuant
        to
        Section 8.7(a)(iii) need not address any elements of the Servicing Criteria
        other than those specified by the Servicer pursuant to Section
        8.8(b).

       

      Section
        8.8.  Use
        of
        Subservicers and Subcontractors

       

      The
        Servicer shall not hire or otherwise utilize the services of any Subservicer
        to
        fulfill any of the obligations of the Servicer as servicer under this Agreement
        or any Reconstitution Agreement unless the Servicer complies with the provisions
        of paragraph (a) of this Section 8.8. The Servicer shall not hire or otherwise
        utilize the services of any Subcontractor, and shall not permit any Subservicer
        to hire or otherwise utilize the services of any Subcontractor, to fulfill
        any
        of the obligations of the Servicer as servicer under this Agreement or any
        Reconstitution Agreement unless the Servicer complies with the provisions
        of
        paragraph (b) of this Section 8.8.

       

      (a)  It
        shall
        not be necessary for the Servicer to seek the consent of the Owner or any
        Depositor to the utilization of any Subservicer. The Servicer shall cause
        any
        Subservicer used by the Servicer (or by any Subservicer) for the benefit
        of the
        Owner and any Depositor to comply with the provisions of this Section 8.8(a)
        and
        with Sections 8.4, 8.5(b) and (d), 8.6, 8.7 and 8.9 of this Agreement to
        the
        same extent as if such Subservicer were the Servicer, and to provide the
        information required with respect to such Subservicer under Section 8.5(c)
        of
        this Agreement. The Servicer shall be responsible for obtaining from each
        Subservicer and delivering to the Owner and any Depositor any servicer
        compliance statement required to be delivered by such Subservicer under Section
        8.6, any assessment of compliance and attestation required to be delivered
        by
        such Subservicer under Section 8.7 and any certification required to be
        delivered to the Person that will be responsible for signing the Sarbanes
        Certification under Section 8.7 as and when required to be
        delivered.

       

      
        
          
          

        

        
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      (b)  It
        shall
        not be necessary for the Servicer to seek the consent of the Owner or any
        Depositor to the utilization of any Subcontractor. The Servicer shall promptly
        upon request provide to the Owner and any Depositor (or any designee of such
        Depositor, such as a master servicer or administrator) a written description
        (in
        form and substance satisfactory to the Owner and such Depositor) of the role
        and
        function of each Subcontractor utilized by the Servicer or any Subservicer,
        specifying (i) the identity of each such Subcontractor, (ii) which (if any)
        of
        such Subcontractors are Participating Entities, 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.

       

      As
        a
        condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, the Servicer shall cause any such Subcontractor used by the
        Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
        to comply with the provisions of Sections 8.7 and 8.9 of this Agreement to
        the
        same extent as if such Subcontractor were the Servicer. The Servicer shall
        be
        responsible for obtaining from each Subcontractor and delivering to the Owner
        and any Depositor any assessment of compliance and attestation required to
        be
        delivered by such Subcontractor under Section 8.7, in each case as and when
        required to be delivered.

       

      Section
        8.9.  Indemnification;
        Remedies

       

      (a)  With
        respect to any Securitization Transaction for which Servicer Information
        is
        included in a related Disclosure Document, the Servicer, on the one hand,
        and
        the Owner and the Depositor, on the other hand, shall execute and deliver
        an
        Indemnification Agreement in substantially the form attached as Exhibit
        F hereto.

       

      (b)  The
        Servicer shall indemnify the Owner, the Depositor, each Sponsor, each Issuing
        Entity and each Person responsible for the preparation, execution or filing
        of
        any report required to be filed with the Commission with respect to such
        Securitization Transaction, or for execution of a certification pursuant
        to Rule
        13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
        Securitization Transaction and each Person who controls any of such parties
        (within the meaning of Section 15 of the Securities Act and Section 20 of
        the
        Exchange Act) and shall hold each of them harmless from and against any losses
        damages, penalties, fines, forfeitures, legal fees and expenses and related
        costs, judgments, and any other costs, fees and expenses that any of them
        may
        sustain arising out of or based upon:

       

      (i)  any
        failure by the Servicer, any Subservicer or any Subcontractor
        to
        deliver any information report, certification, accountants’ letter or other
        material when and as required under this Article 8, including any failure
        by the
        Servicer to identify pursuant to Section 8.8(b) any Subcontractor “participating
        in the servicing function” within the meaning of Item 1122 of Regulation
        AB;

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      (ii)  any
        untrue
        statement of a material fact contained in any information, report or
        certification delivered in written or electronic form by the
        Servicer,
        any
        Subservicer or any Subcontractor
        pursuant
        to Sections 8.4(a), 8.4(b), 8.5(b), 8.5(d), 8.6, 8.7(a)(i) or
        8.7(a)(iv).

       

      In
        the
        case of any failure of performance described in clause (i) of this Section
        8.9(b), the Servicer
        shall
        promptly reimburse the Owner, any Depositor, as applicable, and each Person
        responsible for the preparation, execution or filing of any report required
        to
        be filed with the Commission
        with
        respect to such Securitization Transaction, or for execution of a certification
        pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
        respect
        to such Securitization Transaction, for all costs reasonably incurred by
        each
        such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Servicer,
        any
        Subservicer or any Subcontractor.

       

      If
        the
        indemnification provided for herein is unavailable or insufficient to hold
        harmless an indemnified party, then the Servicer agrees that it shall contribute
        to the amount paid or payable by such indemnified party as a result of any
        claims, losses, damages or liabilities incurred by such indemnified party
        in
        such proportion as is appropriate to reflect the relative fault of such
        indemnified party on the one hand and the Servicer on the other. 

       

      (c)  Notwithstanding
        anything in this Section 8.9 to the contrary, in no event shall any party
        have
        any liability for any indirect, special or consequential damages, losses,
        costs
        or expenses incurred by the other party or any other Person entitled to
        indemnification or other remedies hereunder.

       

      (d)  In
        connection with any Permitted Reconstitution, the Servicer agrees to negotiate
        in good faith an indemnification agreement with the related master servicer
        mutually acceptable to the Servicer and such master servicer.

       

      Section
        8.10.  Private
        Placements

       

      The
        provisions of Sections 8.5(b), (c) and (d), and 8.7(a)(iii) and (iv) shall
        not
        apply to Securitization Transactions involving private placements of securities.
        In privately placed Securitization Transactions in connection with which
        a
        Disclosure Document is prepared, and in which at least 20% of the mortgage
        loans
        in the entire related transaction consist of Mortgage Loans:

       

      (a)  the
        Servicer shall provide for inclusion as part of such Disclosure Document
        (A) the
        regulatory status of the Servicer and its affiliates and (B) if material,
        the
        servicing experience and servicing procedures of the Servicer; and

       

      (b)  the
        Purchaser and the Servicer shall execute and deliver an Indemnification
        Agreement in substantially the form attached as Exhibit F. 

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        9.


       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        9.1.  Successor
        to the Servicer

       

      (a)  Prior
        to
        termination of the Servicer’s responsibilities and duties under this Agreement
        pursuant to Sections 5.4, 6.1, 7.1, or 7.2, the Owner shall either
        (i) succeed to and assume all of the Servicer’s responsibilities, rights,
        duties, and obligations under this Agreement from and after the date of such
        succession, or (ii) appoint a successor to the Servicer that shall succeed
        to all rights and assume all of the responsibilities, duties and liabilities
        of
        the Servicer under this Agreement prior to the termination of the Servicer’s
        responsibilities, duties, and liabilities under this Agreement. If the
        Servicer’s duties, responsibilities, and liabilities under this Agreement shall
        be terminated pursuant to any of the foregoing Sections, the Servicer shall
        discharge such duties and responsibilities with the same degree of diligence
        and
        prudence that it is obligated to exercise under this Agreement, from the
        date it
        acquires knowledge of such termination until the effective date thereof.
        

       

      (b)  The
        Servicer shall promptly deliver to its successor (i) the funds in the Account
        and the Escrow Account to which the Owner is entitled pursuant to the terms
        of
        this Agreement and all other amounts that may thereafter be received with
        respect to the Mortgage Loans and to which the Servicer is not entitled pursuant
        to the terms of this Agreement and (ii) all Collateral Files and Credit Files
        and related documents and statements held by it hereunder. The Servicer shall
        account for all funds and shall execute and deliver such instruments and
        do such
        other things as may reasonably be required to more fully and definitively
        vest
        in the successor all such rights, powers, duties, responsibilities, obligations
        and liabilities of the Servicer.

       

      (c)  Upon
        a
        successor’s acceptance of appointment as such, the Owner shall notify the
        Servicer of such appointment.

       

      (d)  Notwithstanding
        any termination pursuant to this Agreement, the Servicer shall continue to
        be
        entitled to receive all amounts accrued or owing to it under this Agreement
        on
        or prior to the effective date of such termination, whether in respect of
        (i) unreimbursed Servicing Advances or, with respect to a Mortgage Loan
        subject to a Securitization Transaction which is a Permitted Reconstitution,
        Monthly Advances (ii) unpaid Servicing Fees or REO Management Fees, or
        (iii) other servicing compensation, and shall continue to be entitled to
        the
        benefits of Section 5.3 notwithstanding any such termination, with respect
        to
        events occurring prior to such termination.

       

      Section
        9.2.  Amendment

       

      This
        Agreement may be amended from time to time solely by written agreement signed
        by
        each of the parties.

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      Section
        9.3.  Recordation
        of Agreement; Perfection of Security Interest; Further
        Assurances

       

      (a)  To
        the
        extent necessary under applicable law to protect the interests of the Owner,
        this Agreement, or a memorandum thereof, is subject to recordation in all
        appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the Mortgaged Properties
        are situated, and in any other appropriate public recording office or elsewhere,
        such recordation to be effected by the Owner at the Owner’s
        expense.

       

      (b)  The
        Servicer agrees to execute or cause to be executed such documents and take
        or
        cause to be taken such actions as may be necessary to effect the intent of
        this
        Agreement, including, without limitation, the execution and delivery of
        instruments of further assurance and the execution and delivery of such other
        documents, and the taking of such other actions, as may be reasonably requested
        by the Owner. 

       

      Section
        9.4.  Duration
        of Agreement

       

      This
        Agreement shall continue in existence and effect until terminated as herein
        provided.

       

      Section
        9.5.  Governing
        Law

       

      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York (including Section 5-1401 of the New York General Obligations
        Law) and the obligations, rights and remedies of the parties hereunder shall
        be
        determined in accordance with such laws without giving effect to conflict
        of
        laws principles other than Section 5-1401 of the New York General Obligations
        Law.

       

      Section
        9.6.  General
        Interpretive Principles

       

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

       

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

       

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

       

      (iii)  references
        herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
        subdivisions without reference to a document are to designated Articles,
        Sections, Subsections, Paragraphs, and other subdivisions of this
        Agreement;

       

      (iv)  a
        reference to a Subsection without further reference to a Section is a
        reference to such Subsection as contained in the same Section in which
        the reference appears, and this rule shall also apply to Paragraphs and other
        subdivisions;

       

      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      

       

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

       

      (vi)  the
        term
“include” or “including” shall mean without limitation by reason of
        enumeration.

       

      Section
        9.7.  Reproduction
        of Documents

       

      This
        Agreement and all documents relating hereto, including, without limitation,
        (i) consents, waivers, and modifications that may hereafter be executed,
        (ii) documents received by any party on any Closing Date, and
        (iii) financial statements, certificates, and other information previously
        or hereafter furnished, may be reproduced by any photographic, photostatic,
        microfilm, microcard, miniature photographic, or other similar process. Any
        such
        reproduction shall be admissible in evidence as the original itself in any
        judicial or administrative proceeding, whether or not the original is in
        existence and whether or not such reproduction was made by a party in the
        regular course of business. Any enlargement, facsimile or further reproduction
        of such reproduction shall likewise be admissible in evidence.

       

      Section
        9.8.  Notices

       

      All
        demands, notices, consents, waivers and other communications hereunder shall
        be
        in writing and shall be deemed to have been duly given upon receipt (x) in
        the
        case of any notice of an Event of Default, if mailed by registered mail,
        postage
        prepaid and (y) in the case of any other demand, notice, consent, waiver
        or
        other communication, if personally delivered, mailed by registered mail,
        postage
        prepaid, delivered by air courier or sent by facsimile to:

       

      (i)  in
        the
        case of the Servicer, at the address set forth below or such other address
        as
        may hereafter be furnished to the Owner in writing by the Servicer:

       

      Washington
        Mutual Bank

      11200
        W.
        Parkland Ave.

      Milwaukee
        WI 53224

      Attention:
        Investor Reporting

      Telephone:
        (414) 359-5431

      Facsimile:
        (414) 359-5327

      


      (ii)  in
        the
        case of the Owner, at the address set forth below, or such other address
        as may
        hereafter be furnished to the Servicer by the Owner:

       

      DB
        Structured Products, Inc.

      60
        Wall
        Street

      New
        York,
        New York 10005

      Attention:
        Darren Haddock

      Telephone:
        (212) 250-6053

      Facsimile:
        (212) 797-2031

       

      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      

      
 

      and
        in
        the case of any subsequent Owner, as set forth in written notice supplied
        to the
        Servicer by such subsequent Owner.

       

      Notwithstanding
        the foregoing any demand, notice, consent, waiver or communication (other
        than
        those referred to in clause (x) above) may be given by any other means if
        the
        parties hereto agree to such alternative means in writing.

       

      Section
        9.9.  Severability
        of Provisions

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be held invalid for any reason, 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 covenants, agreements, provisions
        or
        terms of this Agreement or the rights of the Owner hereunder. If the invalidity
        of any part, provision, representation or warranty of this Agreement shall
        deprive any party of the economic benefit intended to be conferred by this
        Agreement, the parties shall negotiate in good faith to develop a new structure,
        the economic effect of which is nearly as possible the same as the economic
        effect of this Agreement without regard to such invalidity.

       

      Section
        9.10.  Exhibits
        and
        Schedules

       

      The
        exhibits and schedules to this Agreement are hereby incorporated and made
        an
        integral part of this Agreement.

       

      Section
        9.11.  Counterparts;
        Successors and Assigns

       

      This
        Agreement may be executed in one or more counterparts and by the different
        parties hereto on separate counterparts, each of which, when so executed,
        shall
        be deemed to be an original; such counterparts, together, shall constitute
        one
        and the same agreement. Subject to Sections 5.4, 5.5, 5.6, 6.1, 7.1 and
        8.1, this Agreement shall inure to the benefit of and be binding upon the
        Servicer, the Owner and their respective successors and assigns.

       

      Section
        9.12.  Effect
        of
        Headings

       

      The
        headings in this Agreement are for purposes of reference only and shall not
        limit or otherwise affect the meaning hereof.

       

      Section
        9.13.  Other
        Agreements Superseded;
        Entire
        Agreement

       

      This
        Agreement supersedes all prior agreements and understandings relating to
        the
        subject matter hereof. This Agreement constitutes the entire agreement of
        the
        parties with respect to the subject matter hereof.

       

      Section
        9.14.  Attorneys’
        Fees

       

      If
        either
        party retains an attorney to enforce any of the provisions of this Agreement,
        the prevailing party shall be entitled to reasonable attorneys’ fees from the
        other party, including, without limitation, fees incurred in arbitration
        and in
        trial and appellate courts, fees incurred without suit, and all arbitration,
        court and accounting costs.

       

      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      

       

      Section
        9.15.  Confidential
        Information

       

      Each
        party understands that certain information that has been furnished and shall
        be
        furnished in connection with the transactions contemplated under this Agreement
        is required by applicable law (including, without limitation, the
        Gramm-Leach-Bliley Act and the regulations promulgated thereunder) to be
        kept
        confidential. Each party shall maintain the confidentiality of such information
        and shall not, without the written consent of the party furnishing such
        information, disclose it to third parties or use it except in connection
        with
        the transactions contemplated by this Agreement or as permitted by applicable
        law.

       

      Section
        9.16.  Nonsolicitation

       

      The
        Servicer covenants and agrees that it shall not take any action to solicit
        the
        refinancing of any Mortgage Loan following the date hereof or provide
        information to any other entity to solicit the refinancing of any Mortgage
        Loan;
        provided that, the foregoing shall not preclude the Servicer or any of its
        affiliates from (a) engaging in general solicitations to its customer base,
        including by mass mailing or as part of monthly or periodic statements mailed
        to
        its borrowers or to holders of deposit or other accounts, (b) engaging in
        solicitations to the general public including without limitation by mass
        mailing, newspaper, radio, television or other media which are not specifically
        directed toward the Mortgagors, (c) engaging in solicitations of optional
        insurance or other bank products (not including mortgage loans), (d) refinancing
        the Mortgage Loan of any Mortgagor who, without solicitation, contacts the
        Servicer to request the refinancing of the related Mortgage Loan, or (e)
        engaging in any action to solicit the refinancing of any Mortgage Loan to
        the
        extent such action would be permitted under the Fannie Mae Selling Guide
        or the
        Fannie Mae Servicing Guide.

       

      


       

      


       

      [signatures
        follow]

       

      


       

      


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      

       

      TO
        WITNESS THIS,
        the
        Servicer and the Owner have caused their names to be signed to this Servicing
        Agreement by their respective officers duly authorized as of the day and
        year
        first written above.

       

      
        	
                SERVICER:

              	 	 	 
	 	 	
                WASHINGTON
                  MUTUAL BANK

                a
                  federally chartered savings bank

              
	 	 	 	 
	
              	 	 By:	 
	
              	 	 	
              
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	
              


      

      
         

        
          	
                  OWNER:

                	 	 	 
	 	 	
                  
                    DB
                      STRUCTURED PRODUCTS, INC.

                    a
                      Delaware corporation

                  

                
	 	 	 	 
	
                	 	 By:	 
	
                	 	 	
                
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	
                
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Title:	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      
        	STATE OF WASHINGTON	 	)
	 	 	) ss.
	COUNTY OF KING	 	)


      

       

      This
        instrument was acknowledged before me on ______________________, 200_, by
        _____________________ as _________________________ of Washington Mutual
        Bank.

       

       

      ___________________________________
[Print
        Name]_________________________

      NOTARY
        PUBLIC in and for the State of 
Washington, residing at
        ________________

      My
        commission expires _________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	STATE OF __________)	 	 
	 	 	) ss.
	COUNTY OF ________	 	)


      

       

      This
        instrument was acknowledged before me on ______________________, 200_, by
        _____________________ as _________________________ of DB Structured Products,
        Inc.

       

       

      __________________________________
[Print
        Name]_________________________

      NOTARY
        PUBLIC in and for the State of 
_________, residing at
        ________________

      My
        commission expires ________________

       

      


      


      


      


      
         

        
          	STATE OF __________)	 	 
	 	 	) ss.
	COUNTY OF ________)	 	)


        

         

      

      This
        instrument was acknowledged before me on ______________________, 200_, by
        _____________________ as _________________________ of DB Structured Products,
        Inc.

       

      [Print
        Name]_________________________

      NOTARY
        PUBLIC in and for the State of _________, residing at  

      My
        commission expires  

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

      


      FORM
        OF REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

      


      


      To: [Name/Address
        of Owner]

      Attention: 
        _______________________ 

      Telephone: 
        ______________

      Facsimile:    
        ______________

      


      
        	 	
                Re:

              	
                Servicing
                  Agreement dated as of _______________ (the “Servicing Agreement”) between
                  _________________________ (the “Owner”) and Washington Mutual Bank (the
                  “Servicer”)

              


      

      


      In
        connection with the administration of the Mortgage Loans that we service
        on your
        behalf pursuant to the Servicing Agreement, we request the release, and
        acknowledge receipt of the Collateral File/[specify documents]) for the Mortgage
        Loan described below, for the reason indicated.

       

      


      Mortgagor’s
        Name, Address and Zip Code:

      


      Mortgage
        Loan Number:

      


      Reason
        for Requesting Documents:
        (check
        one)

      


      
        	 	
                _____

              	
                1.

              	
                Mortgage
                  Loan paid in full. (The Servicer hereby certifies that all amounts
                  received in connection therewith have been credited to the Account
                  as
                  provided in the Servicing
                  Agreement.)

              


      

      


      
        	 	
                _____

              	
                2.

              	
                Mortgage
                  Loan in foreclosure.

              


      

      


      
        	 	
                _____

              	
                3.

              	
                Repurchase
                  pursuant to the Servicing Agreement or the Purchase Agreement.
                  (The
                  Servicer hereby certifies that the repurchase price has been credited
                  to
                  the Account.)

              


      

      
        


        
          	 	
                  _____

                	
                  4.

                	
                  Mortgage
                    Loan liquidated by ________________.
                    (The Servicer hereby certifies that all proceeds of the foreclosure,
                    insurance, condemnation or other liquidation have been finally
                    received
                    and credited to the Account pursuant to the Servicing
                    Agreement.)

                


        

        
          


          
            	 	
                    _____

                  	
                    5.

                  	
                    Other
                      (Explain):

                  


          

        

      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

         

      

      If
        box 1,
        2 or 3 above is checked, and if all or part of the Collateral File was
        previously released to us, please release to us our previous request and
        receipt
        on file with you, as well as any additional documents in your possession
        relating to the specified Mortgage Loan.

      


      If
        box 4
        or 5 above is checked, upon our return of all of the above documents to you,
        please acknowledge your reception by signing in the space indicated below
        and
        returning this form.

       

      
        	 	WASHINGTON MUTUAL
                BANK
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


      

       

      
 

      
        	
                Acknowledgment
                  of Documents

                returned
                  to the Owner:

              
	 
	DB STRUCTURED
                PRODUCTS,
                INC.
	 	 	 
	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	
                Title: 

              	 	 
	 	 	 
	Date: 	 	 


      

      
        
          	
                   

                	 	 
	 	 	 
	 	 	 
	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	
                  Title: 

                	 	 
	 	 	 
	Date: 	 	 


        

        


        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT B

      


      ACCOUNT
        LETTER AGREEMENT

      


      _______________,
        ______

      


      To:
        ___________________

            
        ___________________

            
        ___________________

            
        ___________________

      
        	
              	 	
                (the
                  “Depository”)

              


      

      


      As
        the
“Servicer” under the Servicing Agreement dated as of September 1, 2006,
        between the Servicer and the Owner named therein (the “Agreement”), we hereby
        authorize and request you to establish an account, as an Account pursuant
        to
        Section 2.4 of the Agreement, to be designated as “Washington Mutual Bank,
        in trust for DB Structured Products, Inc., as Owner, and any successor Owner.”
All deposits in the account shall be subject to withdrawal therefrom by order
        signed by the Servicer. You may refuse any deposit which would result in
        violation of the requirement that the account be fully insured as described
        below. This letter is submitted to you in duplicate. Please execute and return
        one original to us.

       

      
        
          	 	 
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


        

      

      
The
        undersigned, as the “Depository,” hereby certifies that the above-described
        account has been established under Account Number _________________, at the
        office of the Depository indicated above, and agrees to honor withdrawals
        on
        such account as provided above. The full amount deposited at any time in
        the
        account will be insured by the Federal Deposit Insurance
        Corporation.

       

      
        
          
            	 	 
	 	
                    (Name
                      of Depository)

                  
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


          

        

        


        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT C

      


      ESCROW
        ACCOUNT LETTER AGREEMENT

       

      
        _______________,
          ______

        


        To:
          ___________________

              
          ___________________

              
          ___________________

              
          ___________________

        
          	
                	 	
                  (the
                    “Depository”)

                


        

         

        As
          the
“Servicer” under the Servicing Agreement dated as of September 1,
          2006, between the Servicer and the Owner named therein (the “Agreement”), we
          hereby authorize and request you to establish an account, as an Escrow
          Account
          pursuant to Section 2.6 of the Agreement, to be designated as “Washington
          Mutual Bank, in trust for DB Structured Products, Inc., as Owner, and any
          successor Owner, and certain Mortgagors.” All deposits in the account pursuant
          to the Agreement shall be subject to withdrawal therefrom by order signed
          by the
          Servicer. You may refuse any deposit which would result in violation of
          the
          requirement that the account by fully insured as described below. This
          letter is
          submitted to you in duplicate. Please execute and return one original to
          us.

      

      
         

        
          
            	 	 
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


          

        

        
The
          undersigned, as the “Depository,” hereby certifies that the above-described
          account has been established under Account Number _________________, at
          the
          office of the Depository indicated above, and agrees to honor withdrawals
          on
          such account as provided above. The full amount deposited at any time in
          the
          account will be insured by the Federal Deposit Insurance
          Corporation.

      

      
         

        
          
            
              	 	 
	 	
                      (Name
                        of Depository)

                    
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


            

          

           

          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

             

          

        

      

      EXHIBIT D

      


      SERVICING
        CRITERIA 

       

      The
        assessment of compliance to be delivered by [the Servicer] [Name of Subservicer]
        shall address the criteria identified as below as “Applicable
        Servicing Criteria”;

       

      
        	
                Servicing
                  Criteria

              	
                Applicable
                  

                Servicing
                  

                Criteria
                  

              
	
                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.
                  

              	
                X

              
	
                1122(d)(1)(ii)
                  

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


              	
                X

              
	
                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

              
	
                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

              


      

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

      
        	
                Servicing
                  Criteria

              	
                Applicable
                  

                Servicing
                  

                Criteria
                  

              
	
                Reference

              	
                Criteria
                  

              	 
	
                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

              
	 	
                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

              
	
                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

              
	
                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

              


      

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      
        	Servicing
                Criteria	
                Applicable
                  

                Servicing
                  

                Criteria
                  

              
	
                Reference

              	
                Criteria
                  

              	 
	 	
                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. 

              	
                X

              
	
                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. 

              	
                X

              
	
                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.
                  

              	
                X

              
	
                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. 

              	
                X

              
	
                1122(d)(4)(vii)
                  

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

              	
                X

              
	
                1122(d)(4)(viii)
                  

              	
                Records
                  documenting collection efforts are maintained during the period
                  a 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).
                  

              	
                X

              


      

       

      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

       

      
        	
                Servicing
                  Criteria

              	
                Applicable
                  

                Servicing
                  

                Criteria
                  

              
	
                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.
                  

              	
                X

              
	
                1122(d)(4)(x)
                  

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s 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.
                  

              	
                X

              
	
                1122(d)(4)(xi)
                  

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

              	
                X

              
	
                1122(d)(4)(xii)
                  

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

              	
                X

              
	
                1122(d)(4)(xiii)
                  

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

              	
                X

              
	
                1122(d)(4)(xiv)
                  

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

              	
                X

              
	
                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. 

              	 


      

       

      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      


      EXHIBIT E

      


      FORM
        OF ANNUAL CERTIFICATION

      


      The
        [_______] agreement dated as of [_______________], 200[___] (the “Agreement”),
        among [IDENTIFY PARTIES].

      


      I,
        ________________________________________, the __________________________
        of
        Washington Mutual Bank (the “Servicer”),
        certify to [the Purchaser], [the Depositor], and the [Master Servicer]
        [Securities Administrator] [Trustee], and their officers, with the knowledge
        and
        intent that they will rely upon this certification, that:

      


      (1) I
        have
        reviewed the servicer compliance statement of the Servicer provided in
        accordance with Item 1123 of Regulation AB (the “Compliance
        Statement”), the report on assessment of the Servicer’s compliance with the
        servicing criteria set forth in Item 1122(d) of Regulation AB (the
“Servicing
        Criteria”),
        provided in accordance with Rules 13a-18 and 15d-18 under Securities
        Exchange Act of 1934, as amended (the “Exchange
        Act”)
        and
        Item 1122 of Regulation AB (the “Servicing
        Assessment”),
        the
        registered public accounting firm’s attestation report provided in accordance
        with Rules 13a-18 and 15d-18 under the Exchange Act and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”),
        and
        all servicing reports, officer’s certificates and other information relating to
        the servicing of the Mortgage Loans by the Servicer during 200[___] that
        were
        delivered by the Servicer to the [Depositor] [Master Servicer] [Securities
        Administrator] [Trustee] pursuant to the Agreement (collectively, the
“Servicing
        Information”);

      


      (2) Based
        on
        my knowledge, the 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 Servicing Information:

      


      (3) Based
        on
        my knowledge, all of the Servicing Information required to be provided by
        the
        Servicer under the Agreement has been provided to the [Depositor] [Master
        Servicer] [Securities Administrator] [Trustee];

      


      (4) I
        am
        responsible for reviewing the activities performed by the Servicer as 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
        Servicer has fulfilled its obligations under the Agreement; and

      


      (5) The
        Compliance Statement required to be delivered by the Servicer pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Servicer and by each Participating Entity pursuant to the
        Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
        instances of noncompliance described in such reports have been disclosed
        to the
        [Depositor] [Master Servicer]. Any material instance of noncompliance with
        the
        Servicing Criteria has been disclosed in such reports.

      


      


      Date:

       

      


       

      By:

       

      Name:

       

      Title:

       

      


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT F

      


      FORM
        OF INDEMNIFICATION AGREEMENT

      


      


      [ISSUING
        ENTITY]Asset Backed Pass-Through Certificates, Series [___]

       

      [DATE]

       

      Reference
        is made to the [Offering Document] (the “[Offering Document]”), dated [Date],
        relating to [Certificates] (the “Certificates”).

       

      Washington
        Mutual Bank (“WAMU”) hereby
        agrees to indemnify and hold harmless [Depositor] (the “Depositor”), Deutsche
        Bank Securities Inc. (“DBSI”) and DB Structured Products, Inc. (“DBSP”), their
        respective officers and directors and each person, if any, who controls the
        Depositor, DBSI or DBSP within the meaning of Section 15 of the Securities
        Act
        of 1933, as amended (the “Act”), or Section 20 of the Securities Exchange Act of
        1934, as amended (the “Exchange Act”), from and against any and all losses,
        claims, expenses, damages or liabilities to which the Depositor, DBSI or
        DBSP,
        their respective officers or directors and any such controlling person may
        become subject under the Act or otherwise, as and when such losses, claims,
        expenses, damages or liabilities are incurred, but only insofar as such losses,
        claims, expenses, damages or liabilities (or actions in respect thereof)
        arise
        out of or are based upon any untrue statement or alleged untrue statement
        of any
        material fact contained in the WAMU Information (as defined below) or the
        omission or the alleged omission to state in the WAMU Information a material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances in which they were made, not misleading, and
        will
        reimburse the Depositor, DBSI and DBSP, their respective officers and directors
        and any such controlling person for any legal or other expenses reasonably
        incurred by it or any of them in connection with investigating or defending
        any
        such loss, claim, expense, damage, liability or action, as and when
        incurred.

       

      For
        purposes of this Indemnification Agreement, WAMU, the Depositor, DBSI and
        DBSP
        acknowledge and agree that the statements set forth under the [subheading
        [_______________] in the [Offering Document] (collectively, the “WAMU
        Information”) constitute the only information furnished to the Depositor, DBSP
        or DBSI by or on behalf of WAMU for inclusion in the [Offering Document]
        and
        WAMU hereby represents and warrants, as of the date of the [Offering Document]
        and the date hereof, that such WAMU Information is true and correct in all
        material respects.

       

      Each
        of
        the Depositor and DBSP hereby agrees to indemnify and hold harmless WAMU
        and its
        officers and directors and each person, if any, who controls WAMU within
        the
        meaning of Section 15 of the Act, or Section 20 of the Exchange Act, from
        and
        against any and all losses, claims, expenses, damages or liabilities to
        which
        WAMU or
        its officers or directors and any such controlling person may become subject
        under the Act or otherwise, as and when such losses, claims, expenses, damages
        or liabilities are incurred, insofar as such losses, claims, expenses, damages
        or liabilities (or actions in respect thereof) arise out of or are based
        upon
        any untrue statement or alleged untrue statement of any material fact contained
        in the [Offering Document] or the omission or the alleged omission to state
        in
        the [Offering Document] or Prospectus a material fact required to be stated
        therein or necessary to make the statements therein, in light of the
        circumstances under which they were made, not misleading, other than with
        respect to the WAMU Information, and will reimburse WAMU and its officers
        and
        directors and any such controlling person for any legal or other expenses
        reasonably incurred by it or any of them in connection with investigating
        or
        defending any such loss, claim, expense, damage, liability or action, as
        and
        when incurred.

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

       

      Promptly
        after receipt by an indemnified party hereunder of notice of the commencement
        of
        any action, such indemnified party will, if a claim in respect thereof is
        to be
        made against the indemnifying party hereunder, notify the indemnifying party
        of
        the commencement thereof; but the failure so to notify the indemnifying party
        will not relieve it from any liability that such indemnifying party may have
        to
        any indemnified party under this Agreement except to the extent that such
        indemnifying party has been materially prejudiced by such failure; provided,
        however, that the failure to so notify the indemnifying party shall not relieve
        it from any liability that such indemnifying party may have to any indemnified
        party otherwise than under this Agreement. In case any such action is brought
        against any indemnified party, and it notifies the indemnifying party of
        the
        commencement thereof, the indemnifying party will be entitled to participate
        therein, and, to the extent that such indemnifying party may wish, to assume
        (at
        its own expense) the defense thereof, with counsel satisfactory to such
        indemnified party (which counsel may be counsel to the indemnifying party),
        and,
        after notice from the indemnifying party to such indemnified party hereunder,
        such indemnifying party shall not be liable for any legal or other expenses
        subsequently incurred by such indemnified party in connection with the defense
        thereof unless (i) the indemnifying party shall have agreed in writing to
        the
        continuing participation of such counsel or (ii) the named parties to any
        such
        proceeding (including any impleaded parties) include both the indemnifying
        party
        and the indemnified party and representation of both parties by the same
        counsel
        would, in the opinion of such counsel, be inappropriate due to the actual
        or
        potential differing interests between them. If the indemnifying party assumes
        the defense of any proceeding, it shall be entitled to settle such proceeding
        with the consent of the indemnified party, which will not be unreasonably
        withheld or delayed or, if such settlement provides for release of the
        indemnified party in connection with all matters relating to the proceeding
        which have been asserted against the indemnified party in such proceeding
        by the
        other parties to such settlement, without the consent of the indemnified
        party.

       

      If
        recovery is not available under the foregoing indemnification provisions
        for any
        reason other than as specified therein, each indemnified party shall be entitled
        to contribution to liabilities and expenses, except to the extent that
        contribution is not permitted under Section 11(f) of the Act. The amount
        of such
        contribution by the parties shall be paid in such proportion as is appropriate
        to reflect the relative benefits received by the parties resulting from the
        offering of the Certificates; provided, that, if such allocation is not
        permitted by applicable law or indemnification is not available as a result
        of
        the indemnifying party not having received notice as provided in the paragraph
        above, such contribution shall be paid in such proportion as is appropriate
        to
        reflect not only the relative benefits referred to above, but also the relative
        fault of the parties in connection with the statements or omissions that
        resulted in such liabilities and expenses. The relative fault of the parties
        shall be determined by reference to, among other things, the parties’ relative
        knowledge and access to information concerning the matter with respect to
        which
        the claim was asserted, the opportunity to correct and prevent any misstatement
        or omission, and any other equitable considerations appropriate under the
        circumstances.

       

      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      

       

      NEVER
        PREVIOUSLY AGREED TO, INCLUDING JANUARY REG AB PROVISION. IF WE PROVIDE INFO,
        REP TO IT, AND INDEMNIFY FOR IT, IT SHOULD BE SUFFICIENT.  

       

      THIS
        LANGUAGE TRACKS SECTION 8.4 OF SA AND THE JAN REG AB
        PROVISION.WAMU
        hereby represents and warrants that as of the date of the [Offering Document]
        and the date hereof, except as has been otherwise disclosed in the Servicer
        Information or to any of the indemnified parties: (1) WAMU is not aware and
        has
        not received notice that any default, early amortization or other performance
        triggering event has occurred as to any other securitization due to any act
        or
        failure to act of WAMU; (2) no material noncompliance with applicable servicing
        criteria as to any other securitization of residential mortgage loans involving
        WAMU as servicer has been disclosed or reported by WAMU; (3) WAMU has not
        been
        terminated as servicer in a residential mortgage loan securitization, either
        due
        to a servicing default or to application of a servicing performance test
        or
        trigger; (4) no material changes to WAMU’s policies and procedures with respect
        to the servicing function it will perform under [___________Agreement] for
        Mortgage Loans of a type similar to the Mortgage Loans have occurred in the
        three year period immediately preceding the [securitization transaction];
        (5)
        there are no aspects of WAMU’s financial condition that could have a material
        adverse effect on the performance by WAMU of its obligations under [Agreement];
        (6) there are no material legal or governmental proceedings pending(or known
        to
        be contemplated) against WAMU ; and (7) there are no affiliations, relationships
        or transactions relating to WAMU with respect to the [securitization
        transaction] and any party thereto identified by the Depositor of a type
        that
        are described under Item 1119 of Regulation AB (other than the affiliation
        between WAMU and Washington Mutual Bank fsb).

       

      The
        agreements, indemnities and representations of the parties thereto contained
        herein or made pursuant to this Agreement will remain in full force and effect,
        regardless of any investigation, or statement as to the results thereof,
        made by
        or on behalf of any parties hereto or any of the controlling persons referred
        to
        herein, and will survive the sale of the Certificates.

       

      This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of New York, without regard to conflict of laws principles applied
        in
        such state other than Section 5-1401 of the New York General Obligations
        Law
        which shall govern. This Agreement shall inure to the benefit of and be binding
        upon the parties hereto and their successors and assignees and the controlling
        persons referred to herein, and no other person shall have any right or
        obligation hereunder. Neither this Agreement nor any term hereof may be changed,
        waived, discharged or terminated orally, but only by an instrument in writing
        signed by the party against whom enforcement of the change, waiver, discharge
        or
        termination is sought. This Agreement may be executed in counterparts, each
        of
        which when so executed and delivered shall be considered an original, and
        all
        such counterparts shall constitute one and the same instrument.

       

      
        
          
          

        

        
          F-3

          
            

          

        

        
          
          

        

      

       

      [SIGNATURES
        COMMENCE ON FOLLOWING PAGE]

       

      
        
          
          

        

        
          F-4

          
            

          

        

        
          
          

        

      

       

      Executed
        as of the day and year first above written.

       

      
        	WASHINGTON
                MUTUAL BANK 	 	[Depositor 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	
                Title:

              	 	 	 	 
	 	 	 	
                Name:

              	 
	 	 	 	 	 
	 	 	 	
                Title:

              	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Name:	 
	 	 	 	 	 
	 	 	 	Title:	 


      

      
         

        
          
            	DB
                    STRUCTURED PRODUCTS, INC. 	 	DEUTSCHE
                    BANK SECURITIES INC. 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 
	
                    Title:

                  	 	 	 	 
	 	 	 	
                    Name:

                  	 
	 	 	 	 	 
	 	 	 	
                    Title:

                  	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	 	 	 	 
	Name:	 	 	Name:	 
	 	 	 	 	 
	Title:	 	 	Title:	 


          

           

          
            
              
              

            

            
              F-5

              
                

              

            

            
              
              

            

             

          

        

      

      Exhibit A

       

      SELLER
        INFORMATION

       

      


       

      
        
          
          

        

        
          Exhibit
            A-1

          
            

          

        

        
          
          

        

      

      


      Exhibit B

       

      SERVICER
        INFORMATION

       

      


      


      
        
          
          

        

        
          Exhibit
            B-1

          
            

          

        

        
          
          

        

      

    

     

    EXECUTION
      COPY

    


     

    
      

      

    

     

    


    


    MORTGAGE
      LOAN PURCHASE AND SALE AGREEMENT

    


    


    


    Among

    


    


    


    WASHINGTON
      MUTUAL BANK

    WASHINGTON
      MUTUAL BANK fsb

    


    


    (Sellers)

    


    


    and

    


    


    DB
      STRUCTURED PRODUCTS, INC.

    


    (Purchaser)

    


    


    


    Dated
      as of September 1, 2006

    


    


    Residential
      Mortgage Loans (Scratch and Dent)

    


    


    


    


    


     

    
      

      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS


    


    
      	 	 	Page 
	
              ARTICLE
                1. DEFINITIONS

            	 	
              1

            
	 	 	 
	
              ARTICLE
                2. SALE AND CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF FILES; PAYMENT
                OF
                PURCHASE PRICE; DELIVERY OF MORTGAGE LOAN DOCUMENTS; RECORDATION
                OF
                ASSIGNMENTS OF MORTGAGE

            	
              10

            
	 	 	 
	
              Section
                2.1

            	
              Sale
                and Conveyance of Mortgage Loans; Possession of Files

            	
              10

            
	
              Section
                2.2

            	
              Delivery
                of Mortgage Loan Documents Regarding Mortgage Loans; Recordation
                of
                Assignments of Mortgage

            	
              12

            
	
              Section
                2.3

            	
              Purchaser’s
                Due Diligence Review

            	
              14

            
	 	 	 
	
              ARTICLE
                3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS CONCERNING MORTGAGE
                LOANS; REPURCHASE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
                OF THE
                PURCHASER

            	
              15

            
	 	 	 
	
              Section
                3.1

            	
              Individual
                Mortgage Loans

            	
              15

            
	
              Section
                3.2

            	
              Seller
                Representations

            	
              22

            
	
              Section
                3.3

            	
              Repurchase

            	
              24

            
	
              Section
                3.4

            	
              Purchaser
                Representations

            	
              25

            
	 	 	 
	
              ARTICLE
                4. COVENANTS

            	
              26

            
	 	 	 
	
              Section
                4.1

            	
              Continued
                Cooperation

            	
              26

            
	
              Section
                4.2

            	
              Delivery
                of Documents

            	
              26

            
	
              Section
                4.3

            	
              Confidentiality

            	
              26

            
	 	 	 
	
              ARTICLE
                5. CLOSING CONDITIONS

            	
              27

            
	 	 	 
	
              Section
                5.1

            	
              Effective
                Date and Closing Date Documents

            	
              27

            
	
              Section
                5.2

            	
              Correctness
                of Representations and Warranties

            	
              27

            
	
              Section
                5.3

            	
              Compliance
                With Conditions

            	
              28

            
	 	 	 
	
              ARTICLE
                6. RECONSTITUTIONS; REGULATION AB

            	
              28

            
	 	 
	
              Section
                6.1

            	
              Reconstitutions

            	
              28

            
	
              Section
                6.2

            	
              Reconstitution
                Agreements

            	
              29

            
	
              Section
                6.3

            	
              Intent
                of the Parties; Reasonableness

            	
              29

            
	
              Section
                6.4

            	
              Information
                to be Provided by the Sellers

            	
              30

            
	
              Section
                6.5

            	
              Indemnification

            	
              31

            
	 	 	 


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ARTICLE
                7. MISCELLANEOUS PROVISIONS

            	
              31

            
	 	 
	
              Section
                7.1

            	
              Amendment

            	
              31

            
	
              Section
                7.2

            	
              Governing
                Law

            	
              32

            
	
              Section
                7.3

            	
              Indemnification

            	
              32

            
	
              Section
                7.4

            	
              General
                Interpretive Principles

            	
              33

            
	
              Section
                7.5

            	
              Reproduction
                of Documents

            	
              34

            
	
              Section
                7.6

            	
              Notices

            	
              34

            
	
              Section
                7.7

            	
              Severability
                of Provisions

            	
              35

            
	
              Section
                7.8

            	
              Exhibits

            	
              35

            
	
              Section
                7.9

            	
              Counterparts;
                Successors and Assigns

            	
              35

            
	
              Section
                7.10

            	
              Effect
                of Headings

            	
              35

            
	
              Section
                7.11

            	
              Other
                Agreements Superseded; Entire Agreement

            	
              36

            
	
              Section
                7.12

            	
              Survival

            	
              36

            
	
              Section
                7.13

            	
              Intention
                of the Parties

            	
              36

            
	
              Section
                7.14

            	
              Costs

            	
              36

            
	
              Section
                7.15

            	
              Obligations
                of the Sellers

            	
              36

            
	
              Section
                7.16

            	
              Attorneys’
                Fees

            	
              37

            
	
              Section
                7.17

            	
              Third
                Party Beneficiary

            	
              37

            
	
              Section
                7.18

            	
              Waiver
                of Jury Trial

            	
              37

            
	
              Section
                7.19

            	
              Merger
                or Consolidated of a Seller

            	
              37

            


    

    


    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    



    EXHIBITS
      & SCHEDULES

    


    


    
      	
              ·

            	
              Exhibit
                A-1

            	
              CONTENTS
                OF MORTGAGE FILE

            
	 	 	 
	
              ·

            	
              Exhibit
                A-2

            	
              CONTENTS
                OF CREDIT FILE

            
	 	 	 
	
              ·

            	
              Exhibit
                B

            	
              ASSIGNMENT
                AND CONVEYANCE

            
	 	 	 
	 	
              Schedule
                I to Assignment and Conveyance

            	
              MORTGAGE
                LOAN SCHEDULE

            
	 	
              Schedule
                II to Assignment and Conveyance

            	
              DOCUMENTATION
                DEFECTS TO BE CURED

            
	 	
              Schedule
                III to Assignment and Conveyance

            	
              DOCUMENTATION
                DEFECTS DISCLOSED PURSUANT TO SECTION 3.3(B)

            
	 	
              Exhibit
                A to Assignment & Conveyance

            	
              STANDARD
                & POOR’S LEVELS® GLOSSARY AS OF THE CLOSING DATE

            
	
              ·

            	
              Exhibit
                C

            	
              FORM
                OF INDEMNIFICATION AGREEMENT

            


    

    


    

      
        
          
          

        

        
          iii

          
            

          

        

         

      

    

    


    MORTGAGE
      LOAN PURCHASE AND SALE AGREEMENT 

    


    THIS
      MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
      (this
“Agreement”)
      dated
      as of September 1, 2006 is among DB Structured Products, Inc., a Delaware
      corporation, as purchaser (the “Purchaser”),
      and
      Washington Mutual Bank, (formerly known as Washington Mutual Bank, FA), a
      federal savings association organized under the laws of the United States,
      and
      Washington Mutual Bank fsb, a savings bank organized under the laws of the
      United States, as sellers (each, a “Seller”
and,
      collectively, the “Sellers”).

     

    PRELIMINARY
      STATEMENT

    


    WHEREAS,
      each
      Seller agrees to sell, and the Purchaser agrees to purchase, from time to time,
      subject to the terms and conditions of this Agreement, without recourse, certain
      residential fixed and adjustable rate mortgage loans (a) some of which as of
      the
      applicable Cut-Off Date (as hereinafter defined) are less than sixty (60) days
      past due with respect to the related mortgagor’s payment of principal and
      interest (a “Performing
      Mortgage Loan”),
      and
      (b) some of which as of the related Cut-Off Date are (i) sixty (60) or more
      days
      past due with respect to the related mortgagor’s payment of principal and
      interest and/or (ii) there exists an event of default under the terms of the
      related Mortgage Note or Mortgage (as such terms are hereinafter defined) (a
      “Non-Performing
      Mortgage Loan”).
      The
      Performing Mortgage Loans and the Non-Performing Mortgage Loans are sometimes
      referred to individually as a “Mortgage Loan” or collectively as the “Mortgage
      Loans.” The Mortgage Loans shall be sold to the Purchaser on a
      servicing-retained basis;

    


    WHEREAS,
      the
      Purchaser and the Sellers desire to prescribe in this Agreement the manner
      of
      sale by each Seller and purchase by the Purchaser of such Mortgage
      Loans;

    


    WHEREAS,
      the
      Purchaser and the Sellers desire that Washington Mutual Bank service the
      Mortgage Loans in the manner described in the Servicing Agreement dated as
      of
      September 1, 2006 between Washington Mutual Bank, as Servicer, and the
      Purchaser; and

    


    WHEREAS,
      following its purchase of the Mortgage Loans from the Sellers, the Purchaser
      may
      desire to sell some or all of the Mortgage Loans to one or more purchasers
      as a
      whole loan transfer or a public or private mortgage-backed securities
      transaction;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual agreements set forth herein and
      other good and valuable consideration, the Purchaser and the Sellers agree
      as
      follows:

    


    ARTICLE
      1.

    


    DEFINITIONS

    


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

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Agreement:
      This
      Mortgage Loan Purchase and Sale Agreement, including all exhibits, attachments
      and schedules hereto, and all amendments hereof and supplements
      hereto.

    


    ALTA:
      The
      American Land Title Association or any successor thereto.

    


    ARM
      Loan:
      A
      Mortgage Loan as to which the related Mortgage Note provides that the Mortgage
      Interest Rate may be adjusted periodically.

    


    Assignment
      and Conveyance:
      An
      agreement with respect to the Mortgage Loans purchased on a Closing Date, in
      the
      form attached hereto as Exhibit
      B.

    


    Assignment
      of Mortgage:
      An
      assignment of mortgage, notice of transfer or equivalent instrument, in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect of record the transfer of
      the
      Mortgage Loan to the assignee named therein.

    


    Breaching
      Seller:
      As
      defined in Section 3.3(b).

    


    Business
      Day:
      A day
      other than (i) a Saturday or Sunday, or (ii) a day on which banking or savings
      and loan institutions are authorized or obligated by law or executive order
      to
      be closed in the State of New York, the State of Washington, or any state in
      which the Servicer operates.

    


    Buydown
      Fund:
      A fund
      provided by the originator of a Mortgage Loan or another Person with respect
      to
      a Buydown Loan which provides an amount sufficient to subsidize regularly
      scheduled principal and interest payments due on such Buydown Loan for a period.
      A Buydown Fund may be (i) funded at the par values of future payment
      subsidies, or (ii) funded in an amount less than the par values of future
      payment subsidies, and determined by discounting such par values in accordance
      with interest accruing on such amounts, in which event they will be deposited
      in
      an account bearing interest. A Buydown Fund may be held in (i) a separate
      Buydown Fund Account, or (ii) an account monitored by the Servicer.


    


    Buydown
      Fund Account:
      A
      separate account or accounts created and maintained pursuant to the Servicing
      Agreement with the corporate trust department of a financial institution
      approved by the Servicer, (ii) within FDIC insured accounts (or other accounts
      with comparable insurance coverage acceptable to the Rating Agencies) created,
      maintained and monitored by a Servicer, (iii) in a separate non-trust account
      without FDIC or other insurance in an Qualified Depository (as defined in the
      Servicing Agreement), or (iv) with Washington Mutual Bank. Such account or
      accounts may be non-interest bearing or may bear interest. In the event that
      a
      Buydown Fund Account is established pursuant to clause (ii) of the preceding
      sentence, amounts held in such Buydown Fund Account shall not exceed the level
      of deposit insurance coverage on such account; accordingly, more than one
      Buydown Fund Account may be established.

    


    Buydown
      Loan:
      A
      Mortgage Loan for which the Mortgage Interest Rate has been subsidized through
      a
      Buydown Fund provided at the time of origination of such Mortgage
      Loan.

    


    Closing
      Date:
      With
      respect to any Loan Pool, the date on which the Purchaser purchases the Mortgage
      Loans included in such Loan Pool.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Closing
      Date Documents:

    


    
      	 	
              (A)

            	
              two
                fully executed counterparts of the related Assignment and
                Conveyance;

            


    

    


    
      	 	
              (B)

            	
              the
                Mortgage Loan Schedule with respect to the Mortgage Loans purchased
                on the
                related Closing Date, as provided in Section 2.1(b);
                

            


    

    


    
      	 	
              (C)

            	
              two
                fully executed counterparts of the related Commitment
                Letter;

            


    

    


    
      	
            	(D)	
              the
                initial certification of the Custodian regarding the Mortgage Loans
                purchased on the related Closing Date;
                and

            


    

    


    
      	
            	(E)	
              copies
                of any required security releases relating to the Mortgage
                Loans.

            


    

    


    Commission:
      The
      United States Securities and Exchange Commission.

    


    Commitment
      Letter:
      With
      respect to each Loan Pool, a commitment letter entered into between one Seller
      or both Sellers and the Purchaser that provides for the purchase of Mortgage
      Loans pursuant to the terms of this Agreement and sets forth the Purchase Price
      for and certain other terms and conditions of the sale and purchase of such
      Mortgage Loans.

    


    Confidential
      Information:
      The
      meaning as defined in Section 4.3 herein.

    


    Coop
      Ownership Interests:
      With
      respect to any Cooperative Loan, the ownership interest in a single Cooperative
      Apartment, including (i) the shares issued by the cooperative housing
      corporation, (ii) the leasehold interest in the Cooperative Apartment and (iii)
      all attendant right, title and interest thereto.

    


    Cooperative
      Apartment:
      A
      dwelling unit in a multi-dwelling building owned or leased by a cooperative
      housing corporation, which unit the Mortgagor has an exclusive right to occupy
      pursuant to the terms of a proprietary lease in accordance with the laws of
      the
      state in which the building is located.

    


    Cooperative
      Loan:
      A
      Mortgage Loan evidenced by a Mortgage Note and secured by a first lien against
      the Coop Ownership Interests in a Cooperative Apartment.

    


    Credit
      File:
      With
      respect to any Mortgage Loan, a file pertaining to such Mortgage Loan which
      contains the documents described on
      Exhibit A-2
      attached
      hereto together with the credit documentation relating to the origination of
      such Mortgage Loan and copies of the Mortgage Documents, which file shall be
      retained by the Servicer and the documents contained therein may be originals,
      photocopies or stored electronically or on microfilm.

    


    Custodian:
      With
      respect to the Mortgage Loans in any Loan Pool, the custodian designated by
      the
      Purchaser (as set forth in the related Commitment Letter), or any successor
      custodian.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Cut-Off
      Date:
      As to
      each Mortgage Loan purchased on a particular Closing Date, the cut-off date
      specified in the Commitment Letter relating to the purchase and sale of the
      related Loan Pool.

    


    Cut-Off
      Date Principal Balance:
      As to
      each Mortgage Loan, the unpaid principal balance of such Mortgage Loan as of
      the
      close of business on the applicable Cut-Off Date, after deduction and
      application of all payments of principal due and received by such Cut-Off Date,
      as specified on the related Mortgage Loan Schedule.

    


    Depositor:
      The
      depositor, as such term is defined in Regulation AB, with respect to any
      Securitization Transaction.

    


    Disclosed
      Breaches:
      As
      defined in Section 3.3(b).

    


    Disclosure
      Document:
      With
      respect to any Securitization Transaction, a prospectus or prospectus
      supplement, private placement memorandum or offering circular prepared in
      connection with such Securitization Transaction.

    


    Due
      Date:
      With
      respect to any Mortgage Loan, the day of the month on which Monthly Payments
      on
      such Mortgage Loan are due, exclusive of any days of grace, which day shall
      be
      the first day of the month unless otherwise specified on the related Mortgage
      Loan Schedule.

    


    Due
      Period:
      With
      respect to any Mortgage Loan, the period beginning on the first day of any
      month
      and ending on the last day of such month.

    


    Effective
      Date:
      September 27, 2006.

    


    Effective
      Date Documents:

    


    
      	 	
              (A)

            	
              two
                fully-executed counterparts of this Agreement;


            


    

    


    
      	 	
              (B)

            	
              two
                fully executed counterparts of the Servicing Agreement;
                and

            


    

    


    
      	 	
              (C)

            	
              the
                initial certification of the Custodian regarding the Mortgage Loans
                purchased on the related Closing
                Date.

            


    

    


    Escrow
      Holdback Mortgage Loan:
      A
      Mortgage Loan subject to an escrow withhold agreement for the express purpose
      of
      completing designated improvements on the Mortgaged Property.

    


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

    


    Fannie
      Mae:
      Fannie
      Mae (formerly known as the Federal National Mortgage Association) and any
      successor thereto.

    


    Freddie
      Mac:
      Freddie
      Mac (formerly known as The Federal Home Loan Mortgage Corporation) and any
      successor thereto.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Gross
      Margin:
      With
      respect to any ARM Loan, the fixed percentage amount set forth in the related
      Mortgage Note and described in the related Mortgage Loan Schedule, which amount
      is added to the Index in accordance with the terms of the related Mortgage
      Note
      to determine on each Interest Rate Adjustment Date the Mortgage Interest Rate
      for such Mortgage Loan.

    


    Index:
      With
      respect to any ARM Loan, the index set forth in each adjustable rate Mortgage
      Note, which index is added to the Gross Margin to determine the Mortgage
      Interest Rate on each Interest Rate Adjustment Date.

    


    Initial
      Closing Date:
      September 27, 2006.

    


    Interest
      Rate Adjustment Date:
      With
      respect to any ARM Loan, the date specified in the related Mortgage Note as
      the
      date on which the Mortgage Interest Rate for the related Mortgage Loan is
      subject to adjustment.

    


    Issuing
      Entity:
      The
      issuing entity, as such term is defined in Regulation AB, with respect to any
      Securitization Transaction.

    


    Loan
      Pool:
      A pool
      of Mortgage Loans sold by one Seller or both Sellers to the Purchaser on any
      Closing Date pursuant to the terms of this Agreement, the related Commitment
      Letter and the related Assignment and Conveyance (which Mortgage Loans shall
      be
      identified on the related Mortgage Loan Schedules delivered pursuant to this
      Agreement).

    


    Maximum
      Mortgage Interest Rate:
      With
      respect to any ARM Loan, the maximum rate of interest that may be charged
      pursuant to the related Mortgage Note.

    


    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, and
      any
      successor thereto.

    


    MERS
      Loan:
      Any
      Mortgage Loan registered on the MERS® System and for which MERS is listed as the
      record mortgagee or beneficiary on the related Mortgage or assignment
      thereof.

    


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

    


    MIN:
      The
      mortgage identification number issued to each MERS Loan.

    


    MOM
      Loan:
      A
      Mortgage Loan that was registered on the MERS® System at the time of origination
      thereof and for which MERS appears as the record mortgagee or beneficiary on
      the
      related Mortgage.

    


    Monthly
      Payment:
      The
      scheduled monthly payment of principal and interest on a Mortgage Loan which
      is
      payable by a Mortgagor from time to time under the related Mortgage
      Note.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Monthly
      Remittance Date:
      The
      eighteenth (18th)
      day of
      each month (or if such day is not a Business Day, the next Business Day)
      commencing in the month following the end of the calendar month in which the
      initial Cut-Off Date occurs.

    


    Mortgage:
      The
      mortgage, deed of trust, or other instrument creating a first lien on or first
      priority ownership interest in real property or, in the case of a Cooperative
      Loan, the security agreement or other instrument creating a first lien on the
      related Coop Ownership Interests, in each case, including any riders, addenda,
      assumption agreements, or modifications relating thereto.

    


    Mortgage
      Documents:
      With
      respect to any Mortgage Loan, the mortgage loan documents pertaining to such
      Mortgage Loan which are specified in Exhibit A-1
      attached
      hereto and any additional mortgage documents pertaining to such Mortgage Loan
      actually in the possession of the applicable Seller or its designee as of the
      related Closing Date. 

    


    Mortgage
      File:
      With
      respect to any Mortgage Loan, a file pertaining to such Mortgage Loan that
      contains each of the related Mortgage Documents as set forth on Exhibit
      A-1
      attached
      hereto.

    


    Mortgage
      Interest Rate:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan.

    


    Mortgage
      Loan:
      An
      individual mortgage loan that is sold pursuant and subject to this Agreement,
      each such mortgage loan being identified on the related Mortgage Loan Schedule.
      The term Mortgage Loan includes a Cooperative Loan.

    


    Mortgage
      Loan Schedule:
      With
      respect to the Mortgage Loans included in the Loan Pool to be sold pursuant
      to
      this Agreement on any Closing Date, the schedule or schedules of Mortgage Loans
      attached to the related Assignment and Conveyance agreed to by the parties
      that
      describes such Mortgage Loans, which schedule or schedules shall set forth
      the
      following information with respect to each Mortgage Loan to the extent that
      such
      information is readily available to the applicable Seller: (a) the Mortgage
      Loan identifying number; (b) the Mortgage Interest Rate as of the
      applicable Cut-Off Date; (c) with respect to each ARM Loan, (1) the Gross
      Margin, (2) the Maximum Mortgage Interest Rate, (3) the date of the next
      Interest Rate Adjustment Date for such Mortgage Loan, (4) the Mortgage Interest
      Rate at origination, (5) the periodic cap and (6) the minimum Mortgage Interest
      Rate; (d) the amount of the Monthly Payment as of the applicable Cut-Off
      Date; (e) the Cut-Off Date Principal Balance of the Mortgage Loan;
      (f) the Mortgagor’s first and last name; (g) the last Due Date on
      which a Monthly Payment was actually applied to the Unpaid Principal Balance,
      (h) the original principal amount of the Mortgage Loan; (i) a code
      indicating whether the Mortgage Loan is an ARM Loan or a fixed rate Mortgage
      Loan; (j) if applicable, a code indicating if the Mortgage Loan is a MERS
      Loan; (k) with respect to each MERS Loan, the MIN; (l)  the street address,
      city, state and zip code of Mortgaged Property; (m) suspense balances;
      (n) escrow balance, if applicable; (o) the Purchase Price Percentage; (p) a
      code or flag indicating if the Mortgage Loan is subject to negative
      amortization; (q) with respect to each Mortgage Loan insured by a primary
      mortgage insurance policy, (1) an insurer code, (2) the insurer’s name, (3) the
      insurance coverage percentage, and (3) the insurance certificate number; (r)
      whether such Mortgage Loan is secured by a first lien or a second lien on the
      related Mortgaged Property; (s) the original months to maturity from the Cut-off
      Date of the Mortgage Loan, based on the original amortization schedule; (t)
      the
      maturity date of the related Mortgage Note; (u) the type of property
      constituting the Mortgaged Property; provided that the types of condominiums
      (i.e. hi-rise, low-rise or condotel) securing such Mortgage Loan will not be
      identified; (v) Mortgagor’s social security number; (w) a code indicating
      whether the Mortgaged Property is owner-occupied as of the origination date;
      (x)
      a code indicating the purpose of the loan (i.e. purchase financing, rate/term
      refinancing, cash out refinancing); (y) the product type (e.g. 2/28, 15 year
      fixed, 30 year fixed, interest-only, etc.); (z) a code indicating if the
      Mortgage Loan is an interest-only Mortgage Loan and, if so, the term of the
      interest-only period of such Mortgage Loan; (aa) a code indicating whether
      the
      Mortgage Loan is secured by manufacturing housing; (bb) a flag for Co-Operative
      Loans; (cc) a flag for Buydown Loans; (dd) a flag for Escrow Holdback Mortgage
      Loans; (ee) the Servicing Fee Rate; and (ff) the Seller. With respect to each
      Loan Pool, the Mortgage Loan Schedule shall set forth the following information,
      as of the Cut-off Date, with respect to the Mortgage Loans in the aggregate:
      (1)
      the number of Mortgage Loans; (2) the current aggregate outstanding principal
      balance of the Mortgage Loans; (3) the weighted average mortgage interest rate
      of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage
      Loans. “Mortgage Loan Schedule” is the collective reference to each of the
      Mortgage Loan Schedules delivered by the Sellers to the Purchaser pursuant
      to
      this Agreement. 

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Mortgage
      Note:
      The
      note or other evidence of the indebtedness of a Mortgagor secured by a
      Mortgage.

    


    Mortgaged
      Property:
      The
      property securing a Mortgage Note pursuant to the related Mortgage or, in the
      case of a Cooperative Loan, the related Coop Ownership Interests.

    


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

    


    Net
      Rate:
      With
      respect to each Mortgage Loan, the annual rate at which interest thereon shall
      be remitted to the Purchaser (in each case computed on the basis of a 360-day
      year consisting of twelve 30-day months), which annual rate shall be equal
      to
      the Mortgage Interest Rate less the Servicing Fee Rate.

    


    Non-Performing
      Mortgage Loan:
      The
      meaning as defined in the Preliminary Statement.

    


    Option
      ARM Mortgage Loan:
      An
      adjustable rate Mortgage Loan which (i) provides the Mortgagor with multiple
      Monthly Payment options and (ii) may result in negative amortization, as set
      forth in the Mortgage and Mortgage Note. 

    


    Performing
      Mortgage Loan:
      The
      meaning as defined in the Preliminary Statement.

    


    Permitted
      Reconstitution:
      A Whole
      Loan Transfer or Securitization Transaction that complies with the provisions
      of
      Section 6.1(a).

    


    
      
        
        

      

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

    


    Purchase
      Price:
      For
      each Mortgage Loan purchased hereunder, an amount equal to the sum of (i) the
      product of the Purchase Price Percentage and the Cut-Off Date Principal Balance
      of each Mortgage Loan and (ii) with respect to any Performing Mortgage Loans
      only, the accrued and unpaid interest for the period from the latest interest
      paid to date to the day prior to the related Closing Date and (iii) with respect
      to any Performing Mortgage Loans only, any reasonable and customary
      out-of-pocket expenses incurred by the applicable Seller or Sellers as of the
      related Closing Date.

    


    Purchase
      Price Adjustment:
      The
      meaning as defined in Section 3.3(a) herein.

    


    Purchase
      Price Percentage:
      For
      each Mortgage Loan included in a Loan Pool, the percentage set forth in the
      related Mortgage Loan Schedule or Commitment Letter that is used to calculate
      the Purchase Price of each Mortgage Loan in such Loan Pool, subject to any
      adjustments specified in the related Mortgage Loan Schedule or related
      Commitment Letter.

    


    Purchaser:
      DB
      Structured Products, Inc., a Delaware corporation, and all successors in
      interest pursuant to Section 7.9 hereof.

    


    Qualified
      Correspondent:
      Any
      Person from which the related Seller purchased Mortgage Loans, provided that
      the
      following conditions are satisfied: (i) such Mortgage Loans were originated
      pursuant to an agreement between such Seller and such Person that contemplated
      that such Person would underwrite mortgage loans from time to time, for sale
      to
      such Seller, in accordance with underwriting guidelines designated by such
      Seller (“Designated Guidelines”) or guidelines that do not vary materially from
      such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten
      as described in clause (i) above and were acquired by such Seller within 180
      days after origination; (iii) either (x) the Designated Guidelines were, at
      the
      time such Mortgage Loans were originated, used by such Seller in origination
      of
      mortgage loans of the same type as the Mortgage Loans for such Seller's own
      account or (y) the Designated Guidelines were, at the time such Mortgage Loans
      were underwritten, designated by such Seller on a consistent basis for use
      by
      lenders in originating mortgage loans to be purchased by such Seller; and (iv)
      such Seller employed, at the time such Mortgage Loans were acquired by such
      Seller, pre-purchase or post-purchase quality assurance procedures (which may
      involve, among other things, review of a sample of mortgage loans purchased
      during a particular time period or through particular channels) designed to
      ensure that Persons from which it purchased mortgage loans properly applied
      the
      underwriting criteria designated by such Seller.

    


    Reconstitution:
      Any
      Securitization Transaction or Whole Loan Transfer.

     

    
      Reconstitution
        Agreement:
        An
        agreement or agreements entered into by the applicable Seller(s) and the
        Purchaser and/or certain third parties, including a master servicer, in
        connection with a Reconstitution with respect to any or all of the Mortgage
        Loans sold under this Agreement.



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


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

    


    Repurchase
      Price:
      With
      respect to any Mortgage Loan, unless otherwise specified in the related Mortgage
      Loan Schedule, for a Mortgage Loan, an amount equal to the sum of (a) the
      product of the Unpaid Principal Balance of such Mortgage Loan as of the date
      of
      such repurchase and the related Purchase Price Percentage, less any amounts
      received by the Purchaser with respect to such Mortgage Loan on or prior to
      the
      date of repurchase in addition to those in reduction of the Unpaid Principal
      Balance, plus (b) with respect to any Performing Mortgage Loan only, the amount
      of interest (computed, as to such Mortgage Loan, at the Net Rate) that has
      accrued on the Cut-Off Date Principal Balance of such Mortgage Loan from the
      later of (i) the related Cut-Off Date or (ii) the date interest was paid through
      on such Mortgage Loan to but not including the date of repurchase.

    


    Required
      Notice:
      With
      respect to any Reconstitution with a government sponsored entity, 15 days'
      prior
      written notice and, with respect to any Reconstitution with any other investor,
      20 days' prior written notice, in each case (i) accompanied by loan-level data
      with respect to the Mortgage Loans intended for inclusion in such Reconstitution
      and (ii) specifying the percentage of mortgage loans in the entire related
      transaction that consist of Mortgage Loans.

    


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

    


    Securitization
      Transaction:
      Any
      transaction involving either (1) a sale or other transfer of some or all of
      the
      Mortgage Loans directly or indirectly to an issuing entity in connection with
      an
      issuance of publicly offered or privately placed, rated or unrated
      mortgage-backed securities or (2) an issuance of publicly offered or privately
      placed, rated or unrated securities, the payments on which are determined
      primarily by reference to one or more portfolios of residential mortgage loans
      consisting, in whole or in part, of some or all of the Mortgage
      Loans.

    


    Seller:
      As the
      context requires, any of Washington Mutual Bank and/or Washington Mutual Bank
      fsb and their respective successors in interest pursuant to Section 7.9
      hereof.

    


    Seller
      Information:
      The
      information provided by each of a Seller pursuant to Section
      6.4(a).

    


    Servicer:
      Washington Mutual Bank, in its capacity as Servicer under the Servicing
      Agreement, and any permitted successor to or assignee of any servicing rights
      or
      obligations under the Servicing Agreement.

    


    Servicing
      Agreement:
      That
      certain Servicing Agreement of even date herewith between the Purchaser as
      owner
      and the Servicer.

    


    
      
        
        

      

      
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    Servicing
      Cut-Off Date:
      As to
      each Mortgage Loan purchased on a Closing Date, the last day of the Due Period
      in which such Closing Date occurs.

    


    Servicing
      Fee:
      With
      respect to each Mortgage Loan, the amount of the annual fee payable to the
      Servicer as compensation for servicing and administering such Mortgage Loan.
      Such fee shall, for a period of one full month, be equal to one-twelfth of
      the
      product of (i) the related Servicing Fee Rate, multiplied by (ii) the
      outstanding Unpaid Principal Balance of such Mortgage Loan.

    


    Servicing
      Fee Rate:
      With
      respect to each Mortgage Loan, the annual rate at which the Servicing Fee shall
      be calculated, which annual rate is set forth in the related Commitment Letter
      and Assignment and Conveyance. In the event that the Index and Gross Margin
      of
      an ARM Loan are adjusted pursuant to the terms of the related Mortgage Note,
      the
      Servicing Fee Rate for such ARM Loan shall be the annual rate of the Servicing
      Fee in effect immediately prior to such adjustment.

    


    Sponsor:
      The
      sponsor, as such term is defined in Regulation AB, with respect to any
      Securitization Transaction.

    


    Subsequent
      Transfer Settlement Date:
      The
      meaning as defined in Section 6.1(a).

    


    Third
      Party Originator:
      Each
      Person, other than a Qualified Correspondent, that originated Mortgage Loans
      acquired by the related Seller.

    


    Unpaid
      Principal Balance:
      With
      respect to each Mortgage Loan,
      as of
      any date of determination, (i) the Cut-Off Date Principal Balance, minus
      (ii) the principal portion of all payments made by or on behalf of the
      Mortgagor after such Cut-Off Date and received by the Purchaser, plus (iii)
      with
      respect to an Option ARM Mortgage Loan, the cumulative amount of any Negative
      Amortization, if any.

    


    Whole
      Loan Transfer:
      Any
      sale or transfer of some or all of the Mortgage Loans, other than a
      Securitization Transaction.

     

    ARTICLE
      2.


    

      SALE
        AND CONVEYANCE OF MORTGAGE LOANS;

      POSSESSION
        OF FILES; PAYMENT OF PURCHASE

      PRICE;
        DELIVERY OF MORTGAGE LOAN DOCUMENTS;
        RECORDATION OF

      ASSIGNMENTS
        OF MORTGAGE

    

     

    Section
      2.1 Sale
      and Conveyance of Mortgage Loans; Possession of Files

    


    (a) On
      each
      Closing Date for any Loan Pool, upon the receipt of the requisite consideration,
      the applicable Seller or Sellers shall deliver an executed Assignment and
      Conveyance with respect to the related Loan Pool. By such delivery, each Seller
      shall sell, transfer, assign, set over, and convey to the Purchaser, without
      recourse, but subject to the representations, warranties, terms and provisions
      of this Agreement, all the right, title, and interest of the Seller in and
      to
      the Mortgage Loans included in such Loan Pool, exclusive of the related
      servicing rights.

    


    
      
        
        

      

      
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    (b) The
      applicable Seller or Sellers hereby agree that (i) the Mortgage Loans to be
      purchased under this Agreement will be described in the Mortgage Loan Schedule
      to be attached to the related Assignment and Conveyance. Such Mortgage Loan
      Schedules shall be in hard copy or “read-only” electronic format (as reasonably
      acceptable to such Seller and the Purchaser).

    


    (c) Pursuant
      to Section 2.2, the applicable Seller or Sellers shall deliver to the
      Custodian the documents comprising the Mortgage File with respect to each
      related Mortgage
      Loan included
      in a Loan Pool to be purchased by the Purchaser. Such documents shall, prior
      to
      payment for the related Mortgage
      Loan pursuant
      to Section 2.1(d) below, be held by the Custodian as custodian for the
      applicable Seller or Sellers. The documents comprising each Mortgage File that
      are not required to be delivered to the Custodian pursuant to
      Section 2.2(a) and the documents comprising each Credit File shall, subject
      to payment for the related Mortgage
      Loan pursuant
      to Section 2.1(d) below, be held in trust by the Servicer for the
      benefit of the Purchaser as the owner thereof. The Servicer’s possession of such
      documents so held is at the will of the Purchaser, and such holding and
      possession is in trust for the Purchaser as the owner thereof and only for
      the
      purpose of servicing the Mortgage
      Loans.
      Upon
      payment for the related Mortgage
      Loan pursuant
      to Section 2.1(d) below, the beneficial ownership of each Mortgage
      Note, each Mortgage, and each of the other documents comprising the Mortgage
      File and the Credit File with respect to such Mortgage
      Loan is
      and
      shall be vested in the Purchaser, and the ownership of all records and documents
      with respect to such Mortgage
      Loan prepared
      by or which come into the possession of the applicable Seller or Sellers or
      any
      agent or designee thereof shall immediately vest in the Purchaser and shall
      be
      delivered to the Custodian (in the case of the Mortgage Files) or the Servicer
      (in the case of the Credit Files or any other documents) to hold the same in
      a
      custodial capacity for the Purchaser.

    


    (d) In
      full
      consideration for the sale of each of the Mortgage Loans pursuant to
      Section 2.1(a) hereof, and upon the terms and conditions of this
      Agreement, on the related Closing Date the Purchaser shall pay to the applicable
      Seller or Sellers by wire transfer of immediately available funds the applicable
      Purchase Price for each Mortgage Loan purchased on such Closing
      Date.

    


    (e) As
      of the
      related Closing Date, the Purchaser shall own and be entitled to receive with
      respect to each Mortgage Loan purchased on such Closing Date all Monthly
      Payments and all other collections of principal and interest (computed, as
      to
      each Mortgage Loan, at the Net Rate) on the Mortgage Loans due and received
      on
      and after the related Cut-Off Date, subject to the rights of the Servicer under
      the Servicing Agreement to servicing compensation and reimbursement for certain
      costs, expenses and advances incurred or made pursuant thereto. All such amounts
      that are collected after the related Cut-Off Date through and including the
      related Closing Date shall be held and remitted by the Servicer in accordance
      with the terms of the Servicing Agreement.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (f) Each
      Seller shall deliver to the Purchaser a report with respect to any modifications
      of the related Mortgage Loan on or before the Closing Date.

     

    Section
      2.2 Delivery
      of Mortgage Loan Documents
      Regarding Mortgage Loans; Recordation of Assignments of
      Mortgage

    


    (a) On
      or
      before the date specified in the related Commitment Letter, each Seller shall
      deliver or cause to be delivered to the Custodian, with respect to each Mortgage
      Loan sold by such Seller hereunder, each of the following items or documents
      (unless otherwise agreed by the applicable Seller and the Purchaser):


    


    (i) With
      respect to each Mortgage Loan (other than a Cooperative Loan):

    


    (A)      
      (1) the
      original Mortgage Note, endorsed (on the Mortgage Note or an allonge attached
      thereto) “Pay to the order of ____________________, without recourse,” (or as
      otherwise specified in the related Commitment Letter), and signed by facsimile
      signature in the name of the applicable Seller by an authorized officer, with
      all intervening endorsements showing a complete, valid and proper chain of
      title
      from the originator of such Mortgage Loan to such Seller; or 

    


    (2) a
      lost
      note affidavit, providing indemnification to the holder thereof reasonably
      acceptable to the Purchaser for any losses incurred due to the fact that the
      original Mortgage Note is missing, together with a copy of the executed Mortgage
      Note; notwithstanding the foregoing, not more than three percent (3.00%) of
      the
      Mortgage Loans by aggregate Unpaid Principal Balance thereof in each Loan Pool
      will have lost note affidavits;

    


    (B) the
      original Mortgage, with evidence of recording thereon (and, in the case of
      a MOM
      Loan, with evidence of the MIN); provided, that (i) if the original
      Mortgage has been delivered for recording to the appropriate public recording
      office of the jurisdiction in which the Mortgaged Property is located but has
      not yet been returned to such Seller by such recording office, such Seller
      shall, no later than 270 days following the related Closing Date, deliver to
      the
      Custodian the original of such Mortgage, with evidence of recording thereon,
      and
      (ii) if such Mortgage has been lost or if such public recording office
      retains the original recorded Mortgage, such Seller may deliver or cause to
      be
      delivered to the Custodian a photocopy of such Mortgage certified by such Seller
      or such public recording office to be a true and complete copy of the original
      recorded Mortgage; 

    


    (C) unless
      such Mortgage Loan is a MERS Loan, the original Assignment of Mortgage, from
      such Seller signed by original signature of an authorized officer, in blank
      (or
      as otherwise specified in the related Commitment Letter), which assignment
      shall
      be in form and substance acceptable for recording (except for the insertion
      of
      the name of the assignee and the recording information);

    


    
      
        
        

      

      
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    (D) With
      respect to Mortgage Loans less than 360 days from origination, unless such
      Mortgage Loan is a MOM Loan, originals or copies of all intervening Assignments
      of Mortgage, with evidence of recording thereon, showing a complete chain of
      title from the originator to the applicable Seller; provided that (i)  if
      any original intervening Assignment of Mortgage has been delivered for recording
      to the appropriate public recording office of the jurisdiction in which the
      Mortgaged Property is located but has not yet been returned to such Seller
      by
      such recording office, such Seller shall, no later than 270 days following
      the
      related Closing Date, deliver to the Custodian the original of such intervening
      Assignment of Mortgage, with evidence of recording thereon, and (ii) if
      such intervening Assignment of Mortgage has been lost or if such public
      recording office retains the original recorded intervening Assignment of
      Mortgage, such Seller may deliver or cause to be delivered to the Custodian
      a
      photocopy of such intervening Assignment of Mortgage certified by the Seller
      or
      such public recording office to be a true and complete copy of the original
      recorded intervening Assignment of Mortgage. With respect to Mortgage Loans
      more
      than 360 days from origination, originals or copies of any intervening
      Assignments of Mortgages shall only be delivered, if available. If available,
      such documents shall be delivered to the Purchaser no later than 120 days
      following the Closing Date; and

    


    (E) originals
      of all assumption and modification agreements, if any, unless such originals
      are
      unavailable (in which event the Seller shall deliver to the Custodian a
      photocopy of each such original, certified by the Seller to be a true and
      complete copy of the original).

    


    (ii) With
      respect to each Cooperative Loan, as applicable and as required by the
      applicable laws of the state in which the related Cooperative Apartment is
      located, copies of: (A) the proprietary lease, (B) the security agreement,
      (C)
      the Mortgage Note, (D) the assignment of the proprietary lease, with all
      intervening assignments showing a complete chain of title and an assignment
      thereof by such Seller, (E) the original stock certificate evidencing the
      ownership of the Cooperative Apartment endorsed or accompanied by a stock power
      relating to such stock certificate executed in blank, (F) a recognition
      agreement in form approved by Seller’s underwriting guidelines, in substantially
      the same form as the standard “AZTECH” form, (G) copies of the financing
      statement filed by the applicable Seller as secured party and, if applicable,
      a
      filed UCC-3 assignment of the subject security interest showing a complete
      chain
      of title, together with an executed UCC-3 Assignment of such security interest
      by the Seller in a form sufficient for filing, and (H) such other documents
      as
      are necessary for the perfection of a lien against the related Coop Ownership
      Interests under applicable law.

    


    (b) In
      connection with the transfer of any MERS Loan pursuant to Section 2.1
      hereof, the Servicer shall cause the MERS® System to indicate that such MERS
      Loan has been assigned to the Purchaser. The
      Purchaser may, in its discretion, direct the Servicer to deliver for recording
      to the appropriate public recording office of the jurisdiction in which the
      Mortgaged Property is located, and cause to be duly recorded, any of the
      original Assignments of Mortgage referred to in Section 2.2(a)(i)(C). The
      Purchaser shall pay all recording fees relating to the recordation of the
      Assignments of Mortgage from the Seller to the Purchaser from its own funds.
      

    


    
      
        
        

      

      
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    (c) Promptly
      following receipt thereof, but in no event later than
      270
      days
      after the related Closing Date, the applicable Seller shall deliver to the
      Purchaser or the Custodian the following documents with respect to each Mortgage
      Loan included in the Loan Pool purchased on such Closing Date to the extent
      not
      previously delivered to the Purchaser or the Custodian: (i) the original
      Mortgage, with evidence of recording thereon, and (ii) with respect to Mortgage
      Loans less than 360 days from origination, all original intervening Assignments
      of Mortgage, with evidence of recording thereon. If any original Mortgage or
      intervening Assignment of Mortgage has been delivered for recording to the
      appropriate public recording office of the jurisdiction in which the related
      Mortgaged Property is located and such recording office retains such original
      document, or if an original Mortgage or intervening Assignment of Mortgage
      has
      been lost, then the applicable Seller shall deliver to the Custodian in lieu
      of
      such original document a photocopy certified by such Seller or such recording
      office to be a true and correct copy of such original. In the event that such
      Seller does not comply with the delivery requirements set forth in this
      Section 2.2, the related Mortgage Loan shall, upon the request of the
      Purchaser, be repurchased by such Seller at the Repurchase Price and in the
      manner specified in Section 3.3(b) (it being understood that any cure
      period set forth in Section 3.3 shall be deemed to have expired).
      Notwithstanding the foregoing, the Seller shall not be deemed to be in breach
      of
      this Agreement if the Seller fails to deliver to the Custodian within the time
      period specified above any of the documents described in this Section 2.2
      and provides evidence to the Custodian and the Purchaser that such failure
      is
      due solely to the failure of the applicable recorder’s office to return a
      document that was properly submitted for recordation. The applicable Seller
      shall deliver to the Custodian and the Purchaser within such time period an
      officer’s certificate stating the date by which such Seller expects to receive
      such documents from the applicable recording office. In the event that such
      documents have still not been received by such Seller and delivered to the
      Custodian by the date specified in its previous officer’s certificate delivered
      to the Custodian and the Purchaser, such Seller shall deliver to the Custodian
      and the Purchaser by such date an additional officer’s certificate stating a
      revised date by which such Seller expects to receive the applicable documents.
      If such Seller fails to deliver such documents by that date, such Seller shall
      be required to repurchase the related Mortgage Loan.

     

    Section
      2.3 Purchaser’s
      Due Diligence Review

    


    With
      respect to each Loan Pool, the Purchaser shall be entitled to conduct a due
      diligence review in order to ensure that the Mortgage Loans included in such
      Loan Pool meet the requirements set forth in the related Commitment Letter
      and
      this Agreement. Such due diligence review shall be conducted at a location
      to be
      determined by the Seller in its sole discretion and in accordance with the
      timetable and any additional terms and conditions set forth in the related
      Commitment Letter. The Purchaser’s due diligence review shall not result in a
      waiver of or impair or diminish the rights of the Purchaser under this Agreement
      with respect to a breach of representations or warranties of a Seller, or any
      rights related thereto.

    


    
      
        
        

      

      
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    ARTICLE
      3.


    

      REPRESENTATIONS
        AND WARRANTIES OF

      THE
        SELLERS CONCERNING MORTGAGE LOANS;

      REPURCHASE
        OF MORTGAGE LOANS;
        REPRESENTATIONS AND WARRANTIES

      OF
        THE PURCHASER

    

     

    Section
      3.1 Individual
      Mortgage Loans

    


    Each
      of
      the Sellers hereby, severally and not jointly, represents and warrants to the
      Purchaser that, as to each Mortgage Loan sold by such Seller hereunder, as
      of
      the related Closing Date (except as otherwise indicated below):

    


    (a) The
      information with respect to such Mortgage Loan set forth on the related Mortgage
      Loan Schedule is true and correct in all material respects as of the related
      Cut-Off Date, unless another date is set forth on the Mortgage Loan
      Schedule.

    


    (b) Immediately
      prior to the transfer of the Mortgage Loans to the Purchaser pursuant to
      Section 2.1, the Seller had good title to, and was the sole legal and
      beneficial owner of, each Mortgage Loan, free and clear of any pledge, lien,
      encumbrance, equity, charge, mortgage, claim, participating interest or security
      interest of any kind (collectively, a “Lien”) and has full right and authority,
      subject to no interest or participation of, or agreement with, any other party
      to sell and assign the same. The form of endorsement of each Mortgage Note
      satisfied the requirement, if any, of endorsement in order to transfer all
      right, title and interest of the party so endorsing, as noteholder or assignee
      thereof, in and to that Mortgage Note; and each Assignment of Mortgage to be
      delivered hereunder is in recordable form (except for recording information)
      and
      is sufficient to effect the assignment of and to transfer to the assignee
      thereunder the benefits of the assignor, as mortgagee or assignee thereof,
      under
      each Mortgage to which that Assignment of Mortgage relates. Upon the transfer
      of
      the Mortgage Loan to the Purchaser pursuant to Section 2.1, the Company
      shall have taken all actions necessary on its part to be taken so that the
      Purchaser will have good, marketable and indefeasible title to, and will be
      sole
      owner of, the related Mortgage and the Mortgage Note, free and clear of any
      and
      all liens, claims, encumbrances, participation interests, equities, pledges,
      charges, or security interests of any nature.

    


    (c) With
      respect to each Mortgage Loan (other than a Cooperative Loan), the Mortgage
      is a
      valid, subsisting and enforceable first lien on the Mortgaged Property. The
      lien
      of the Mortgage is subject only to:

    


    (i) the
      lien
      of current real property taxes and assessments not yet due and
      payable;

    


    (ii) covenants,
      conditions, and restrictions, rights-of-way, easements, mineral right
      reservations and other matters of public record as of the date of recording
      of
      such Mortgage, such exceptions generally being (1) acceptable to mortgage
      lending institutions making mortgage loans of the quality of the Mortgage Loan
      in the area where the Mortgage Property is located or (2) specifically
      referred to in the mortgagee’s policy of title insurance, or specifically
      reflected in the appraised value of the Mortgaged Property; and

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (iii) other
      matters that do not materially interfere with the benefits of the security
      intended to be provided by the Mortgage.

    


    (d) Other
      than as indicated in the Mortgage File or the Mortgage Loan Schedule, the terms
      of the Mortgage and the Mortgage Note have not been waived, altered, or modified
      in any respect, except by a written instrument that has been recorded, if
      necessary, to protect the interest of the Purchaser and that is a part of the
      Mortgage File; provided, however, that under certain circumstances where the
      modification, waiver or alteration is favorable to the Mortgagor, the terms
      of
      such Mortgage and the Mortgage Note may have been modified pursuant to a written
      instrument that may or may not have been executed by the related
      Mortgagor.

    


    (e) No
      Mortgagor has been released, in whole or in part, except as indicated in the
      Mortgage File, Credit File or the Mortgage Loan Schedule.

    


    (f) The
      improvements upon the related Mortgaged Property are covered by a valid and
      existing hazard insurance policy with a carrier acceptable under Seller’s
      underwriting guidelines, that provides for fire extended coverage and coverage
      of such other hazards as are customarily covered by hazard insurance policies
      with extended coverage in the area where such Mortgaged Property is located.
      All
      individual insurance policies and flood policies referred to in this clause
      (f)
      and in clause (dd) below contain a standard mortgagee clause naming the Seller
      or the original mortgagee, and its successors in interest, as mortgagee, and
      the
      Seller has received no notice that any premiums due and payable thereon have
      not
      been paid; the Mortgage obligates the Mortgagor thereunder to maintain all
      such
      insurance, including flood insurance, at the Mortgagor’s cost and expense, and
      upon the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to
      obtain and maintain such insurance at the Mortgagor’s cost and expense and to
      seek reimbursement therefor from the Mortgagor. All insurance premiums, which
      previously became due and owing prior to or on the applicable Closing Date
      in
      respect thereof have been paid.

    


    (g) The
      Mortgage Note and the Mortgage are genuine, and each is the legal, valid and
      binding obligation of the maker thereof enforceable in accordance with its
      terms
      in all material respects, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, moratorium, or other similar laws
      affecting the enforcement of creditors’ rights generally and except that the
      equitable remedy of specific performance and other equitable remedies are
      subject to the discretion of the courts. All parties to the Mortgage Note and
      the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage
      and convey the estate therein purported to be conveyed, and the Mortgage Note
      and the Mortgage have been duly and properly executed by such parties or
      pursuant to a valid power-of-attorney that has been recorded with the Mortgage.
      

    


    (h) The
      Mortgage has been duly assigned and the Mortgage Note has been duly endorsed
      as
      provided in Section 2.2(a). Any Assignment of Mortgage delivered to the
      Purchaser pursuant to Section 2.2(a)(i)(C) is in recordable form except for
      the insertion of the name of the assignee and recording information and is
      acceptable for recording under the laws of the applicable
      jurisdiction.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (i) Each
      Mortgage Loan at the time of origination complied in all material respects
      with
      any and all requirements of any federal, state, or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, predatory or abusive lending,
      fair
      housing, USA Patriot Act of 2001, equal credit opportunity or disclosure laws
      applicable to such Mortgage Loan.

    


    (j) Such
      Mortgage Loan (unless it is a Cooperative Loan) is covered by either an ALTA
      mortgage title insurance policy acceptable to the Seller, or such other
      generally used and acceptable form of policy and applicable endorsements
      acceptable to prudent mortgage lending institutions making loans in the area
      where the Mortgaged Property is located. Unless the Mortgaged Property is
      located in the State of Iowa and an attorney’s certificate and/or a certificate
      of title guaranty has been obtained, each Mortgage Loan (unless it is a
      Cooperative Loan) is covered by either an ALTA mortgage title insurance policy
      (which, in the case of an ARM Loan has an adjustable rate mortgage endorsement
      in the form of ALTA 6.0, 6.1 or 6.2) acceptable under the Seller’s underwriting
      guidelines, or such other generally used and acceptable form of policy and
      applicable endorsements acceptable to prudent mortgage lending institutions
      making loans in the area where the related Mortgaged Property is located, issued
      by a title insurer acceptable under the Seller’s underwriting guidelines and
      qualified to do business in the jurisdiction where the Mortgaged Property is
      located, insuring (subject to the exceptions contained above in (c)(i), (ii)
      and
      (iii)) the Seller, its successors and assigns as to the first priority lien
      of
      the Mortgage in the original principal amount of the Mortgage Loan and, with
      respect to any ARM Loan, against any loss by reason of the invalidity or
      unenforceability of the lien resulting from the provisions of the Mortgage
      providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
      Additionally, such lender’s title insurance policy affirmatively insures ingress
      and egress to and from the Mortgaged Property, and against encroachments by
      or
      upon the Mortgaged Property or any interest therein. No claims have been made
      under such lender’s title insurance policy, and no prior holder of the related
      Mortgage, including the Seller, has done, by act or omission, anything which
      would impair the coverage of such lender’s title insurance policy. Such policy
      is valid and remains in full force and effect and the transfer of such Mortgage
      Loan to the Purchaser does not affect the validity or enforceability of such
      policy.

    


    (k) There
      is
      no valid offset, defense or counterclaim to the related Mortgage Note (including
      any obligation of the Mortgagor to pay the unpaid principal of or interest
      on
      such Mortgage Note) or the related Mortgage, nor will the operation of any
      of
      the terms of the related Mortgage Note and such Mortgage, or the exercise of
      any
      right thereunder, render such Mortgage Note or such Mortgage unenforceable,
      in
      whole or in part, or subject to any right of rescission, set-off, counterclaim
      or defense, including the defense of usury; and no such right of rescission,
      set-off, counterclaim or defense has been asserted with respect thereto in
      writing, except counterclaims or defenses asserted by the Mortgagor and
      disclosed to the Purchaser. If such Mortgage Loan is an ARM Loan, all the
      applicable terms of the Mortgage Note pertaining to adjustments of the Mortgage
      Interest Rate and the Monthly Payments and payment adjustments in connection
      therewith are enforceable and shall not affect the priority of the Mortgage
      lien. If such Mortgage Loan is an ARM Loan, the related Mortgage Note has been
      timely and appropriately advised. All such adjustments have been made in
      compliance with applicable law and in accordance with the terms of the Mortgage
      Loan documents. With respect to each Mortgage Loan identified on the Mortgage
      Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall
      not exceed the period specified on the Mortgage Loan Schedule and following
      the
      expiration of such interest-only period, the remaining Monthly Payments shall
      be
      sufficient to fully amortize the original principal balance over the remaining
      term of the Mortgage Loan.

    


    
      
        
        

      

      
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    (l) The
      Mortgage contains customary and enforceable provisions which render the rights
      and remedies of the holder thereof adequate for the realization against the
      Mortgaged Property of the benefits of the security, including (i) in the
      case of a Mortgage designated as a deed of trust, by trustee’s sale and
      (ii) otherwise by judicial foreclosure. The Mortgage or Mortgage Note
      contains a provision that is, to the extent not prohibited by federal or state
      law, enforceable and that provides for the acceleration of the payment of the
      Unpaid Principal Balance of the Mortgage Loan in the event that the Mortgaged
      Property is sold or transferred without the prior written consent of the
      mortgagee thereunder. There is no homestead or other exemption available to
      the
      Mortgagor which would interfere with the right to sell the Mortgaged Property
      at
      a trustee’s sale or the right to foreclose the Mortgage.

    


    (m) If
      the
      Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable
      law to serve as such, has been properly designated and currently so serves
      and
      is named in such Mortgage, and no fees or expenses are or shall become payable
      by the Purchaser to the trustee under the deed of trust, except in connection
      with a trustee’s sale after default by the Mortgagor.

    


    (n) Such
      Mortgage Loan has been serviced in all material respects in accordance with
      the
      proper, legal, prudent and customary servicing practices in the mortgage
      servicing industry. No escrow deposits or payments or other charges or payments
      due the Seller have been capitalized under any Mortgage or the related Mortgage
      Note and there exists no deficiencies with respect to escrow deposits and
      payments, if such are required, for which customary arrangements for repayment
      thereof have not been made.

    


    (o) Such
      Mortgage Loan is not a “High Cost Loan” or “Covered Loan” (as such terms are
      defined in the Standard & Poor’s LEVELS® Glossary in effect on the related
      Closing Date applicable portions of which are attached to the related Assignment
      and Conveyance as Exhibit A), to the extent applicable to the originating lender
      under the governing state or local law or regulation and, if such Mortgage
      Loan
      was originated on or after October 1, 2002 and before March 7, 2003,
      such Mortgage Loan is not governed by the Georgia Act.

    


    (p) To
      the
      Seller’s knowledge, the Mortgaged Property is in material compliance with all
      applicable environmental laws pertaining to environmental hazards including,
      without limitation, asbestos, and neither the Company nor, to the Company’s
      knowledge, the related Mortgagor, has received any notice of any violation
      or
      potential violation of such law.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (q) If
      such
      Mortgage Loan is a Cooperative Loan, the security instruments create a valid,
      enforceable and subsisting first priority security interest in the related
      cooperative shares securing the related cooperative note, subject only to (i)
      the lien of the related cooperative for unpaid assessments representing the
      Mortgagor’s pro rata share of payments for a blanket mortgage, if any, current
      and future real property taxes, insurance premiums, maintenance fees and other
      assessments to which like collateral is commonly subject and (ii) other matters
      to which like collateral is commonly subject and which do not materially
      interfere with the benefits of the security intended to be provided; provided,
      however, that the related proprietary lease for the Cooperative Apartment may
      be
      subordinated or otherwise subject to the lien of a mortgage on the cooperative
      building.

    


    (r) There
      are
      no delinquent taxes, ground rents, water charges, sewer rents, assessments,
      insurance premiums, leasehold payments, including assessments payable in future
      installments or other outstanding charges affecting the related Mortgaged
      Property.

    


    (s) The
      Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole
      or in part, and the Mortgaged Property has not been released from the lien
      of
      the Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such satisfaction, cancellation, subordination, rescission
      or
      release.

    


    (t) The
      proceeds of the Mortgage Loan have been fully disbursed to or for the account
      of
      the Mortgagor (provided that, if such Mortgage Loan is an Escrow Holdback
      Mortgage Loan, all of the proceeds of such Mortgage Loan have been or will
      be
      disbursed (i) upon the completion of the improvements described in the
      applicable agreement governing the escrow arrangement, and (ii) in a manner
      acceptable to the Seller) and there is no obligation for the Mortgagee to
      advance additional funds thereunder and any and all requirements as to
      completion of any on-site or off-site improvement and as to disbursements of
      any
      escrow funds therefor have been complied with (provided, that if such Mortgage
      Loan is an Escrow Holdback Mortgage Loan, the improvements described in the
      applicable agreement governing the escrow arrangement may not have been
      completed and escrow funds related to such improvements may not have been
      disbursed pursuant to the terms of such agreement). All costs, fees and expenses
      incurred in making or closing the Mortgage Loan and the recording of the
      Mortgage have been paid or will be paid in the ordinary course of business,
      and
      the Mortgagor is not entitled to any refund of any amounts paid or due to the
      Mortgagee pursuant to the Mortgage Note or Mortgage.

    


    (u) The
      originator, mortgagee, assignee or pledgee, during the period in which it held
      and disposed of such Mortgage Loan, was: (i) in compliance with any and all
      applicable licensing requirements of the laws of the state wherein the Mortgaged
      Property is located and (ii)(A) organized under the laws of such state,
      (B) qualified to do business in such state, (C) a federal savings and
      loan association or national bank having principal offices in such state,
      (D) not doing business in such state, or (E) not required to qualify
      to do business in such state.

    


    (v) All
      improvements which were considered in determining the appraised value of the
      related Mortgaged Property lay wholly within the boundaries and building
      restriction lines of the Mortgaged Property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property except those that are insured
      against by the title insurance policy referred to in
      Section 3.1(i).

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (w) Such
      Mortgage Loan was originated by, or generated on behalf of, the Seller, or
      originated by a savings and loan association, savings bank, commercial bank,
      credit union, insurance company or similar institution which is supervised
      and
      examined by a federal or state authority, or by a mortgagee approved by the
      Secretary of HUD pursuant to Sections 203 and 211 of the National Housing
      Act.

    


    (x) The
      Mortgaged Property is free of material damage and waste, except for normal
      wear
      and tear, and there is no proceeding pending or, to the Seller’s knowledge,
      threatened for the total or partial condemnation thereof nor is such a
      proceeding currently occurring.

    


    (y) The
      Mortgagor has not notified the Seller and the Seller has no knowledge of any
      relief requested or allowed to the Mortgagor under the Servicemembers Civil
      Relief Act.

    


    (z) The
      Mortgage Note is not and has not been secured by any collateral except the
      lien
      of the corresponding Mortgage on the Mortgaged Property and the security
      interest of any applicable security agreement or chattel mortgage.

    


    (aa) Except
      as
      covered by a Buydown Fund consistent with this Agreement, no Mortgage Loan
      contains provisions pursuant to which Monthly Payments are (i) paid or partially
      paid with funds deposited in any separate account established by the Seller,
      the
      Mortgagor, or anyone on behalf of the Mortgagor, (ii) paid by any source other
      than the Mortgagor or (iii) contains any other similar provisions which may
      constitute a “buydown” provision. The Mortgage Loan is not a graduated payment
      mortgage loan and the Mortgage Loan does not have a shared appreciation or
      other
      contingent interest feature.

    


    (bb) The
      related Mortgaged Property is (i) improved by a one- to four-family residential
      dwelling, including condominium units and dwelling units in planned unit
      developments or (ii) in the case of a Cooperative Loan, the related Coop
      Ownership Interests, in each case that is in compliance with the Seller’s or the
      originator’s underwriting guidelines at origination. Such Mortgaged Property is
      not a property held in trust (other than a revocable inter vivos trust that
      is
      in compliance with Fannie Mae’s requirements applicable to the Seller, or, if
      the Mortgaged Property is located in Illinois, an Illinois land
      trust).

    


    (cc) Interest
      on each Mortgage Loan is calculated on the basis of a 360-day year consisting
      of
      twelve 30-day months.

    


    (dd) If
      the
      Mortgaged Property is in an area identified in the Federal Register by the
      Federal Emergency Management Agency as subject to special flood hazards and
      such
      flood insurance is available, a flood insurance policy in a form meeting the
      requirements of the current guidelines of the Flood Insurance Administration
      is
      in effect with respect to such Mortgaged Property with a generally acceptable
      carrier.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (ee) No
      Mortgage Loan is subject to nullification pursuant to Executive Order 13224
      (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
      Assets Control of the United States Department of the Treasury (the “OFAC
      Regulations”) or in violation of the Executive Order or the OFAC Regulations,
      and no Mortgagor is subject to the provisions of such Executive Order or the
      OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
      Regulations.

    


    (ff) Each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1).

    


    (gg) [Reserved.]

    


    (hh) No
      fraud
      has taken place on the part of the Seller, the Mortgagor or to the Seller’s
      knowledge, any other person (other than any broker or appraiser) involved in
      the
      origination of the Mortgage Loan or in the application of any insurance in
      relation to such Mortgage Loan.

    


    (ii) The
      prepayment charge with respect to such Mortgage Loan, if any is specifically
      authorized in the Mortgage Loan documents, is permissible and enforceable in
      accordance with its terms of the related Mortgage Loan documents, under
      applicable federal, state or local law upon the related Mortgagor’s voluntary
      principal prepayment (except to the extent that: (1) the enforceability thereof
      may be limited by bankruptcy, insolvency, moratorium, receivership and other
      similar laws relating to creditors’ rights generally; or (2) the collectability
      thereof may be limited due to acceleration in connection with a foreclosure
      or
      other involuntary prepayment).

    


    (jj) No
      Mortgagor was required to purchase any credit life, disability, accident or
      health insurance product as a condition of obtaining the extension of credit.
      No
      Mortgagor obtained a prepaid single premium credit life, disability, accident
      or
      health insurance policy in connection with the origination of the Mortgage
      Loan,
      and no proceeds from any Mortgage Loan were used to finance single-premium
      credit insurance policies as part of the origination of, or as a condition
      to
      closing, such Mortgage Loan.

    


    (kk) No
      Mortgage Loan originated or modified on or after October 1, 2002 and prior
      to
      March 7, 2003 is secured by a Mortgaged Property located in the State of
      Georgia.

    


    (ll) [Reserved].

    


    (mm) With
      respect to each Mortgage Loan, neither the related Mortgage nor the related
      Mortgage Note requires the Mortgagor to submit to arbitration to resolve any
      dispute arising out of or relating in any way to the Mortgage Loan
      transaction.

    


    (nn) No
      Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
      as
      a lessee under a ground lease of the related Mortgaged Property.

    


    (oo) At
      origination (and on the Closing Date, to the best of the Seller’s knowledge)
      there are no mechanics’ liens or claims for work, labor or material (and to the
      best of the Seller’s knowledge, no rights are outstanding that under the law
      could give rise to such liens) affecting the related Mortgaged Property which
      are or may be a lien prior to, or equal with, the lien of the related Mortgage,
      except those which are insured against by the title insurance policy referred
      to
      in (j) above.

    


    
      
        
        

      

      
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    (pp) No
      Mortgage Loan is secured by a mobile home or a recreational
      vehicle.

    


    (qq) No
      Mortgaged Property is being used for commercial or agricultural purposes, other
      than mixed use properties that meet Fannie Mae guidelines.

    


    (rr) No
      Mortgage Loan is a simple interest mortgage loan.

    


    (ss) Unless
      otherwise stated in the related Mortgage Loan Schedule, if such Mortgage Loan
      is
      an Arm Loan, it does not have an interest rate step-down feature or similar
      feature that would result in a downwards adjustment to the Mortgage Interest
      Rate, the Gross Margin or the Index as a result of the related Mortgagor’s
      payment method or payment history (e.g., no downwards adjustment in return
      for
      allowing the automatic withdrawal of funds from the related Mortgagor’s bank
      account to make the Monthly Payments on such Mortgage Loan, or for making
      payments when due on such Mortgage Loan.

    


    (tt) To
      the
      Seller's knowledge, the Mortgaged Property is lawfully occupied under applicable
      law; at the time of origination, all inspections, licenses and certificates
      required to be made or issued with respect to all occupied portions of the
      Mortgaged Property and, with respect to the use and occupancy of the same,
      including but not limited to certificates of occupancy and fire underwriting
      certificates, were made or obtained from the appropriate authorities; no
      improvement located on or being part of any Mortgaged Property is in violation
      of any applicable zoning law or regulation.

    


    (uu) No
      Mortgage Loan is originated by a Third Party Originator.

    


    (vv) No
      Mortgage Loan is a Cooperative Loan.

    


    (ww) With
      respect to each Option ARM Mortgage Loan, the maximum amount of negative
      amortization in accordance with the Mortgage when combined with the original
      principal balance of the Option ARM Mortgage Loan shall not result in a
      Loan-to-Value Ratio in excess of 110%.


    


    Section
      3.2 Seller
      Representations

    


    Each
      of
      the Sellers hereby, severally and not jointly, represents and warrants to the
      Purchaser that, as to such Seller on each Closing Date in which such Seller
      sells Mortgage Loans hereunder:

    


    (a) If
      the
      Seller is Washington Mutual Bank, the Seller is a federally chartered savings
      bank, duly organized, validly existing and in good standing under the laws
      of
      the United States. If the Seller is Washington Mutual Bank fsb, the Seller
      is a
      savings bank, duly organized, validly existing and in good standing under the
      laws of the United States. 

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    (b) The
      Seller has the corporate power and authority to hold each Mortgage Loan, to
      sell
      each Mortgage Loan, to enter into, execute and deliver this Agreement, the
      related Assignment and Conveyance and all documents and instruments executed
      and
      delivered pursuant hereto and to perform its obligations in accordance
      therewith. The execution, delivery and performance of this Agreement by the
      Seller and the consummation of the transactions contemplated hereby have been
      duly and validly authorized. This Agreement, the related Assignment and
      Conveyance and all other documents and instruments contemplated hereby, in
      each
      case assuming due authorization, execution and delivery by the Purchaser,
      evidence the valid, binding and enforceable obligations of the Seller, subject
      as to enforcement, (i) to bankruptcy, insolvency, receivership, conservatorship,
      reorganization, arrangement, moratorium, and other laws of general applicability
      relating to or affecting creditor’s rights and (ii) to general principles of
      equity, whether such enforcement is sought in a proceeding in equity or at
      law.
      All requisite corporate action has been taken by the Seller to make this
      Agreement, the Assignment and Conveyance and all documents and instruments
      executed and delivered pursuant hereto, valid and binding upon the Seller in
      accordance with its terms.

    


    (c) No
      consent, approval, authorization, or order of any court or governmental agency
      or body relating to the transactions contemplated by this Agreement and the
      transfer of legal title to the Mortgage Loans to the Purchaser, is required
      as
      to the Seller or, if required, such consent, approval, authorization, or order
      has been or shall, prior to the Effective Date, be obtained, except for any
      recordations of Assignments of the Mortgages to or for the benefit of the
      Purchaser pursuant to this Agreement.

    


    (d) The
      consummation of the transactions contemplated by this Agreement, including
      without limitation the transfer and assignment of the Mortgage Loans to or
      for
      the benefit of the Purchaser pursuant to this Agreement and the fulfillment
      of
      or compliance with the terms and conditions of this Agreement, are in the
      ordinary course of business of the Seller and shall not (i) result in the
      breach of any term or provision of the charter or by-laws of the Seller,
      (ii) result in the breach of any term or provision of, or conflict with or
      constitute a default under, or result in the acceleration of any obligation
      under, any material agreement, indenture, loan or credit agreement or other
      instrument to which the Seller or its property is subject, or (iii) result
      in the violation of any law, rule, regulation, order, judgment, or decree to
      which the Seller or its property is subject.

    


    (e) There
      is
      no action, suit, proceeding or investigation pending before any court,
      administrative agency or other tribunal or, to the best of the Seller’s
      knowledge, threatened against the Seller which, either in any one instance
      or in
      the aggregate, is likely (in the Seller’s judgment) to prohibit
      the Seller’s entering into this Agreement, draw into question the validity of
      this Agreement or the Mortgage Loans, or of any action taken or to be taken
      in
      connection with the obligations of the Seller contemplated herein or therein,
      or
      which would be likely to impair materially the ability of the Seller to perform
      its obligations or the enforceability hereunder or thereunder.

    


    
      
        
        

      

      
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    (f) The
      Seller is an approved seller/servicer for Fannie Mae in good standing and is
      a
      HUD approved mortgagee pursuant to Section 203
      of
      the National Housing Act. No event has occurred, including but not limited
      to,
      a change
      in insurance coverage, which would make the
      Seller
      unable to comply with eligibility
      requirements of
      Fannie
      Mae or HUD or which would require notification of Fannie Mae or
      HUD.

    


    (g) The
      Seller is solvent and will not be rendered insolvent by the consummation of
      the
      transactions contemplated hereby. The Seller is not transferring any Mortgage
      Loan with any intent to hinder, delay or defraud any of its
      creditors.

     

    Section
      3.3 Repurchase

    


    (a) Upon
      discovery by a Seller or the Purchaser of a breach of any of the representations
      and warranties set forth in Sections 3.1 or 3.2 made by such Seller (a
“Breaching
      Seller”)
      that
      materially and adversely affects the value of any Mortgage Loan, the party
      discovering such breach shall give prompt written notice to the other. The
      Breaching Seller shall cure in all material respects any such breach or defect
      within 90 days of notice of such breach or defect, and, if such breach or defect
      cannot be or is not cured within such 90-day period, the Breaching Seller shall,
      either (i) repurchase the affected Mortgage Loan(s) or (ii) reimburse the
      Purchaser an amount (the “Purchase
      Price Adjustment”)
      equal
      to the reduction in value of the affected Mortgage Loans based upon the breach;
      provided, that, if the Breaching Seller and the Purchaser are unable to agree
      upon the Purchase Price Adjustment, the Breaching Seller shall repurchase such
      Mortgage Loan. Any such repurchase shall be at a price equal to the applicable
      Repurchase Price, and shall occur on the next Monthly Remittance Date and shall
      be accomplished by deposit in the Account of the amount of the Repurchase Price
      pursuant to Section 2.4 of the Servicing Agreement. Notwithstanding anything
      to
      the contrary in this Agreement, the Breaching Seller is under no obligation
      to
      repurchase any Mortgage Loan or pay any Purchase Price Adjustment if the
      Purchaser or its designee has renewed, renegotiated, modified, compromised,
      settled or released the Mortgage Loan, Mortgaged Property or Mortgagor in whole
      or in part in any material respect or impaired such Mortgage Loan in any
      material respect.

    


    (b) It
      is
      understood and agreed that the representations and warranties set forth in
      Sections 3.1 or 3.2 shall survive for a period of three years following the
      related Closing Date and shall inure to the benefit of the Purchaser. It is
      further understood and agreed that to the extent a Seller discloses any
      information (the “Disclosed
      Breaches”)
      that
      would otherwise constitute a breach of a Section 2.2 or a representation or
      warranty under Section 3.1 or 3.2 prior to the Purchaser’s purchase of a related
      Mortgage Loan, such disclosed information shall not constitute a breach which
      requires that such Seller cure the condition, repurchase the Mortgage Loan
      or
      pay any Purchase Price Adjustment. The Disclosed Breaches shall be attached
      as a
      schedule to the related Assignment and Conveyance.

    


    (c) Upon
      receipt of the Repurchase Price, the Purchaser shall immediately take all steps
      necessary to effect the reconveyance of any repurchased Mortgage Loan, including
      all documentation with respect thereto, to the Breaching Seller. If, in
      accordance with Section 3.3, the Breaching Seller repurchases any MERS
      Loan, the Servicer shall be authorized to (i) cause the MERS® System to reflect
      such repurchase, as the case may be, or (ii) cause MERS to remove the
      repurchased Mortgage Loan from registration on the MERS® System and execute and
      deliver an Assignment of Mortgage to reflect the transfer of such Mortgage
      Loan
      to the Breaching Seller or its designee. 

    


    
      
        
        

      

      
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    (d) It
      is
      understood and agreed that the obligations of a Seller set forth in this
      Section 3.3 and the indemnification obligation of a Seller set forth in
      Section 7.3 below, together constitute the sole remedies available to the
      Purchaser respecting a breach of the representations and warranties by such
      Seller set forth in Sections 3.1 and 3.2. In no event shall a Seller be
      liable for any additional damages, including without limitation, consequential,
      punitive, or exemplary damages, with respect to any breach.

    


    (e) Any
      cause
      of action against a Breaching Seller relating to or arising out of the breach
      of
      any representation and warranty made by such Breaching Seller in
      Sections 3.1 and 3.2 shall accrue as to any Mortgage Loan only upon
      (i) discovery of such breach by the Purchaser, (ii) failure by such
      Breaching Seller to cure such breach or repurchase or pay any Purchase Price
      Adjustment with respect to such Mortgage Loan as specified above and
      (iii) demand upon such Breaching Seller by the Purchaser for all amounts
      payable in respect of such Mortgage Loan.

     

    Section
      3.4 Purchaser
      Representations

    


    The
      Purchaser hereby represents and warrants, as of each Closing Date,
      that:

    


    (a) The
      Purchaser is a company duly organized, validly existing, and in good standing
      under the laws of the State of Delaware.

    


    (b) The
      Purchaser has the corporate power and authority to purchase each Mortgage Loan,
      to enter into, execute and deliver this Agreement, the related Assignment and
      Conveyance and all documents and instruments executed and delivered pursuant
      hereto and to perform its obligations in accordance therewith. The execution,
      delivery and performance of this Agreement by the Purchaser and the consummation
      of the transactions contemplated hereby, including without limitation, the
      repurchase obligations hereinafter contained, have been duly and validly
      authorized. This Agreement, the related Assignment and Conveyance and all other
      documents and instruments contemplated hereby, in each case assuming due
      authorization, execution and delivery by the Seller(s), evidence the valid,
      binding and enforceable obligations of the Purchaser, subject as to enforcement,
      (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization,
      arrangement, moratorium, and other laws of general applicability relating to
      or
      affecting creditor’s rights and (ii) to general principles of equity, whether
      such enforcement is sought in a proceeding in equity or at law. All requisite
      corporate action has been taken by the Purchaser to make this Agreement valid
      and binding upon the Purchaser in accordance with its terms.

    


    (c) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body relating to the transactions contemplated by this Agreement is required
      as
      to the Purchaser, or, if required, such consent, approval, authorization or
      order has been or will, prior to the Effective Date, be obtained.

    


    
      
        
        

      

      
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    (d) The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of or compliance with the terms and conditions of this Agreement,
      are in the ordinary course of business of the Purchaser, will not (i) result
      in
      the breach of any term or provision of the charter or by-laws of the Purchaser,
      (ii) result in the breach of any term or provision of, or conflict with or
      constitute a default under, or result in the acceleration of any obligation
      under, any material agreement, indenture, loan or credit agreement or other
      instrument to which the Purchaser or its property is subject, or (iii) result
      in
      the violation of any law, rule, regulation, order, judgment, or decree to which
      the Purchaser or its property is subject.

    


    (e) There
      is
      no action, suit, proceeding or investigation pending or, to the best of the
      Purchaser’s knowledge, threatened against the Purchaser which is likely (in the
      Purchaser’s judgment) to materially and adversely affect the consummation of the
      transactions contemplated hereby, or which would be likely to materially impair
      the ability of the Purchaser to perform its obligations under the terms of
      this
      Agreement.


    


    ARTICLE
      4.

    


    COVENANTS

     

    Section
      4.1 Continued
      Cooperation

    


    Each
      of
      the Sellers and the Purchaser shall cooperate fully with each other and their
      respective counsel and other representatives and advisors in connection with
      the
      steps required to be taken as part of their respective obligations under this
      Agreement. At any time, and from time to time after the Closing Date, upon
      the
      reasonable request of either party hereto, and at the expense of the requesting
      party, the non-requesting party shall do, execute, acknowledge and deliver,
      and
      shall cause to be done, executed, acknowledged and delivered, all such further
      acts, deeds, assignments, transfers, conveyances, and assurances as may be
      reasonably required in order to accomplish any provision herein. In addition,
      in
      the event the Seller(s) or the Servicer determines subsequent to the Closing
      Date that it needs reasonable access to any documents relating to any Mortgage
      Loan for accounting, tax or litigation purposes, the Purchaser shall, upon
      reasonable notice by the applicable Seller or the Servicer, as the case may
      be,
      promptly provide, or cause to be provided, original or copies of such documents
      to the extent reasonably necessary to satisfy such purposes.

     

    Section
      4.2 Delivery
      of Documents

    


    On
      the
      dates specified herein, each party shall deliver to the appropriate persons
      specified herein all documents and instruments provided for
      hereunder.

     

    
      
        
        

      

      
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    Section
      4.3 Confidentiality

    


    (a) Each
      party understands that certain information that has been furnished and shall
      be
      furnished in connection with the transactions contemplated under this Agreement
      is confidential and proprietary (“Confidential Information”), and each party
      agrees that, with respect to such information that is marked or identified
      as
      confidential or proprietary, or required by applicable law (including, without
      limitation, the Gramm Leach Bliley Act and the regulations promulgated
      thereunder) to be kept confidential, such party shall maintain the
      confidentiality of such information and shall not, without the written consent
      of the party furnishing such information, disclose it to third parties or use
      it
      except in connection with the transactions contemplated by this Agreement or
      as
      permitted by applicable law. The parties agree that the following items shall
      be
      deemed confidential for purposes of this Section 4.3: (a) each completed
      Assignment and Conveyance, (b) each Commitment Letter and (c) each Mortgage
      Loan
      Schedule. The parties agree that the following items shall not be deemed
      confidential for purposes of this Section 4.3, unless otherwise required by
      applicable law: (i) this Agreement (except as provided above), (ii) the
      underwriting guidelines of each Seller, (iii) information generally known in
      the
      industry concerning a party, (iv) information disclosed to the receiving party
      by a third party on a non-confidential basis and (v) information that is
      required to be disclosed by law, or regulatory or judicial process.


     

    ARTICLE
      5.

    


    CLOSING
      CONDITIONS

    


    The
      closing for the purchase and sale of the Mortgage Loans identified on the
      related Mortgage Loan Schedules shall take place on the Closing Date specified
      in the related Assignment and Conveyance, or such other date as the parties
      may
      mutually agree. The obligation of each Seller to sell each Mortgage Loan and
      the
      obligation of the Purchaser to purchase each Mortgage Loan shall be subject
      to
      each of the following conditions. Within four (4) Business Days of the Effective
      Date, each Seller shall deliver an officer’s certificate to the Purchaser in the
      form reasonably acceptable to the Purchaser as to the corporate matter and
      this
      Agreement. 

     

    Section
      5.1 Effective
      Date and Closing Date Documents

    


    On
      the
      Effective Date, the Purchaser shall have received the Effective Date Documents
      duly executed by all signatories thereto. At each subsequent Closing Date,
      the
      Purchaser and the applicable Sellers each shall furnish to the other a fully
      executed counterpart of each of the Closing Date Documents specified in clauses
      (A), (B) and (C) of the definition of “Closing Date Documents” and the Purchaser
      shall have received the Closing Date Document specified in clause (D) of the
      definition of “Closing Date Documents” duly executed by the signatory
      thereto.

     

    Section
      5.2 Correctness
      of Representations and Warranties

    


    All
      of
      the representations and warranties of the applicable Seller or Sellers under
      this Agreement shall be true and correct in all material respects as of such
      Closing Date (except as otherwise expressly provided for herein), and no event
      shall have occurred which, with notice or the passage of time, would constitute
      a default under this Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    Section
      5.3 Compliance
      With Conditions

    


    All
      other
      terms and conditions of this Agreement to be performed by the applicable Seller
      or Sellers on or prior to such Closing Date shall have been complied and
      performed with in all material respects. 

    


    Subject
      to the foregoing conditions, the Purchaser shall pay to the applicable Seller
      or
      Sellers on the related Closing Date the related Purchase Price for the
Mortgage
      Loans by
      wire
      transfer of immediately available funds to the account designated by such
      Seller. 


    


    ARTICLE
      6.

    


    RECONSTITUTIONS;
      REGULATION AB

     

    Section
      6.1 Reconstitutions

    


    (a) Upon
      Required Notice to the applicable Seller(s), the Purchaser may, at its sole
      option, effect one or more Reconstitutions with respect to some or all of the
      Mortgage Loans purchased on any Closing date, retaining the Servicer as servicer
      or subservicer, if a master servicer is employed; provided, however, that no
      Reconstitution may be made by the Purchaser or any of its permitted assignees
      with respect to Mortgage Loans in any Loan Pool if as a result thereof: (i)
      more
      than four (4) would own Mortgage Loans in such Loan Pool at any one time (unless
      otherwise stated in the related Commitment Letter), (ii) any single investor
      would own Mortgage Loans from such Loan Pool having an aggregate Unpaid
      Principal Balance immediately after such Reconstitution of less than $5,000,000
      (unless mutually agreed upon otherwise by the parties thereto), (iii) the
      applicable Seller(s) and the Servicer are not provided with initial drafts
      of
      all documents for which the applicable Seller(s) and Servicer are requested
      to
      become a party in connection with such Reconstitution at least 7 days prior
      to
      the related settlement date (the “Subsequent
      Transfer Settlement Date”),
      (iv)
      a final list of the Mortgage Loans intended to be subject to such Reconstitution
      is not provided to the Servicer at least 2 Business Days prior to the related
      Subsequent Transfer Settlement Date (unless mutually agreed upon otherwise
      by
      the parties thereto, (vi) any Mortgage Loan is subject to more than one
      Reconstitution in any given Due Period (for avoidance of doubt a transfer to
      an
      entity that is an affiliate of the Purchaser, and then to an issuing entity
      shall be considered one Reconstitution; provided the Servicer is obligated
      to
      produce a report to only one “Owner” pursuant to the Servicing Agreement), or
      (vii) the related Subsequent Transfer Settlement Date occurs on or prior to
      the
      related Servicing Cut-off Date.

    


    (b) The
      Purchaser shall promptly notify the Seller if the percentage of Mortgage Loans
      in the entire related transaction increases above the percentage specified
      in
      the Required Notice. 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (c) The
      Purchaser shall reimburse the applicable Seller(s) for all reasonable
      out-of-pocket expenses, including attorneys’ fees, incurred by the Sellers in
      connection with any Reconstitution; provided,
      that the attorneys’ fees shall be subject to a cap of $5,000.00 (the
“Attorney
      Fee Cap”)
      which
      Attorney Fee Cap shall be applied to each Reconstitution individually; provided,
      further that if the Purchaser requires a Seller (i) to execute any agreement
      other than what is required pursuant to Section 6.2 or (ii) to execute an
      assignment, assumption and recognition agreement that substantially differs
      from
      the form of assignment, assumption and recognition agreement previously agreed
      upon by the Purchaser and such Seller, or (iii) to substantially add or modify
      any of the servicing provisions in the Servicing Agreement or (iv) to deliver
      additional legal opinions other than an opinion of counsel customarily provided
      by such Seller as to such Seller’s corporate authority and the enforceability of
      the assignment, assumption and recognition agreement against such Seller or
      (v)
      to provide additional disclosure for their Disclosure Document other than what
      is required in Section 6.4(a) or make any changes to the assignment, assumption
      and recognition agreement required in hereunder due to the implementation of
      new
      laws and regulations relating to asset-backed securities, such Attorney Fee
      Cap
      will not apply.

     

    Section
      6.2 Reconstitution
      Agreements

    


    In
      connection with each Permitted Reconstitution, the applicable Seller(s) shall
      execute and deliver a Reconstitution Agreement containing terms and conditions
      that are consistent with the terms and conditions set forth herein and, in
      the
      case of a Securitization Transaction, that are customary for publicly offered
      or
      privately placed securities, as the case may be, backed by mortgage loans
      similar to the Mortgage Loans included in such Securitization
      Transaction.

     

    Section
      6.3 Intent
      of the Parties; Reasonableness

    


    The
      Purchaser and the Sellers acknowledge and agree that the purpose of Sections
      6.4
      and 6.5 is to facilitate compliance by the Purchaser and any Depositor with
      the
      provisions of Regulation AB and related rules and regulations of the Commission.
      

    


    Neither
      the Purchaser nor any Depositor shall exercise its right to request delivery
      of
      information or other performance under these provisions other than in good
      faith, or for purposes other than compliance with the Securities Act, the
      Exchange Act and the rules and regulations of the Commission thereunder. The
      Sellers acknowledge that interpretations of the requirements of Regulation
      AB
      may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the asset-backed
      securities markets, advice of counsel, or otherwise, and agree to comply with
      requests made by the Purchaser or any Depositor in good faith for delivery
      of
      information under these provisions on the basis of evolving interpretations
      of
      Regulation AB. Each party agrees that it shall cooperate in good faith to amend
      this Agreement in light of any changes in the interpretations of the
      requirements of Regulation AB over time, whether due to interpretive guidance
      provided by the Commission or its staff, consensus among participants in the
      asset-backed securities markets, advice of counsel, or otherwise. In connection
      with any Securitization Transaction to which Reg AB applies, the Sellers shall
      cooperate with the Purchaser to deliver to the Purchaser (including any of
      its
      assignees or designees) and any Depositor, any and all statements, reports,
      certifications, records and any other information necessary in the good faith
      determination of the Purchaser or such Depositor to permit the Purchaser or
      such
      Depositor to comply with the provisions of Regulation AB, together with such
      disclosures relating to the Sellers, any Third-Party Originator and the Mortgage
      Loans, reasonably believed by the Purchaser or such Depositor to be necessary
      in
      order to effect such compliance.

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    The
      Purchaser (including any of its assignees or designees) shall cooperate with
      the
      Sellers by providing timely notice of requests for information under these
      provisions and by reasonably limiting such requests to information required,
      in
      the Purchaser's reasonable judgment, to comply with Regulation AB.

     

    Section
      6.4 Information
      to be Provided by the Sellers

    


    In
      connection with any Securitization Transaction, each of the Sellers, as
      applicable shall (i) within five Business Days following request by the
      Purchaser or any Depositor, provide to the Purchaser and such Depositor, in
      writing and in form and substance reasonably satisfactory to the Purchaser
      and
      such Depositor, the information and materials specified in paragraphs (a) and
      (b) of this Section 6.4, and (ii) as promptly as practicable following notice
      to
      or discovery by the applicable Seller, provide to the Purchaser and any
      Depositor (in writing and in form and substance reasonably satisfactory to
      the
      Purchaser and such Depositor) the information specified in paragraph (c) of
      this
      Section.

    


    (a) If
      so
      requested by the Purchaser or any Depositor, the applicable Seller(s) shall
      provide such information as is requested for the purpose of compliance with
      Items 1110, 1117 and 1119 of Regulation AB. 

    


    Such
      information shall include, at a minimum:

    


    (A) the
      originator’s form of organization; and

    


    (B) a
      description of the originator’s origination program and how long the originator
      has been engaged in originating residential mortgage loans, which description
      shall include a discussion of the originator’s experience in originating
      mortgage loans of a similar type as the Mortgage Loans; information regarding
      the size and composition of the originator’s origination portfolio; and
      information that may be material, in the good faith judgment of the Purchaser
      or
      any Depositor, to an analysis of the performance of the Mortgage Loans,
      including the originators’ credit-granting or underwriting criteria for mortgage
      loans of similar type(s) as the Mortgage Loans and such other information as
      the
      Purchaser or any Depositor may reasonably request for the purpose of compliance
      with Item 1110(b)(2) of Regulation AB.

    


    (b) If
      so
      requested by the Purchaser or any Depositor, the applicable Seller(s) shall
      provide such information to the extent material to the Securitization
      Transaction and available to the Seller(s) without unreasonable effort or
      expense, as is requested for the purpose of compliance with Items 1103(a)(1)
      and
      1105 of Regulation AB.

    


    (c) If
      so
      requested by the Purchaser or any Depositor for the purpose of satisfying its
      reporting obligation under the Exchange Act with respect to any class of
      asset-backed securities, the applicable Seller(s) shall (i) notify the Purchaser
      and such Depositor in writing of (A) any material litigation or governmental
      proceedings pending against the Seller and (B) any affiliations or relationships
      that develop following the closing date of a Securitization Transaction between
      the Seller and any of the parties identified in Item 1119 of Regulation AB
      with
      respect to such Securitization Transaction, and (ii) provide to the Purchaser
      and such Depositor a description of such proceedings, affiliations or
      relationships.

    


    
      
        
        

      

      
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    (d) 
      The
      applicable Seller(s) shall be deemed to represent to the Purchaser and to any
      Depositor, as of the date on which information is first provided to the
      Purchaser or such Depositor under Section 6.4(a) of this Agreement for a
      Permitted Reconstitution that, except as disclosed in writing to the Purchaser
      or such Depositor, as applicable (i) there are no material legal or governmental
      proceedings pending (or known to be contemplated) against such Sellers; and
      (ii)
      there are no affiliations, relationships or transactions relating to such
      Sellers with respect to any Securitization Transaction and any party thereto
      identified by the related Depositor of a type described in Item 1119 of
      Regulation AB (other than the affiliation between each Seller).

     

    Section
      6.5 Indemnification

    


    (a) With
      respect to any Securitization Transaction for which any Seller Information
      is
      included in a related Disclosure Document, the applicable Seller(s), on the
      one
      hand, and the Purchaser and the Depositor, on the other hand, shall execute
      and
      deliver an Indemnification Agreement in substantially the form attached as
      Exhibit C to this Agreement.

    


    (b) The
      applicable Seller(s) shall indemnify the Purchaser, the Depositor, each Sponsor,
      each Issuing Entity and each Person responsible for the preparation, execution
      or filing of any report required to be filed with the Commission with respect
      to
      such Securitization Transaction, or for execution of a certification pursuant
      to
      Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
      Securitization Transaction and each Person who controls any of such parties
      (within the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act), and shall hold each of them harmless from and against any losses
      damages, penalties, fines, forfeitures, legal fees and expenses and related
      costs, judgments, and any other costs, fees and expenses that any of them may
      sustain arising out of or based upon any untrue statement of a material fact
      contained in any information delivered in written or electronic form by the
      Seller pursuant to Section 6.4(b).

    


    (c) Notwithstanding
      anything in this Article 6 to the contrary, in no event shall a Seller have
      any
      liability for any indirect, special or consequential damages, losses, costs
      or
      expenses incurred by the Purchaser or any other party entitled to
      indemnification or other remedies hereunder.

    


    ARTICLE
      7.

    


    MISCELLANEOUS
      PROVISIONS

     

    Section
      7.1 Amendment

    


    This
      Agreement may be amended from time to time by the Sellers and the Purchaser
      solely by written agreement signed by the Sellers and the
      Purchaser.

     

    
      
        
        

      

      
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    Section
      7.2 Governing
      Law

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York (including Section 5-1401 of the New York General
      Obligations Law) and the obligations, rights and remedies of the parties
      hereunder shall be determined in accordance with such laws without giving effect
      to conflict of laws principles thereof other than Section 5-1401 of the New
      York General Obligations Law.

     

    Section
      7.3 Indemnification

    


    (a) Subject
      to the provisions of Section 3.3(b) and (d), the applicable Seller or Sellers,
      severally and not jointly, agree to indemnify the Purchaser and hold the
      Purchaser harmless against any and all third-party claims, losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs and judgments that are related to or arise directly from a breach of
      any
      representation and warranty under this Agreement, the related Assignment and
      Conveyance, and the related Commitment Letter.

    


    (b) The
      Purchaser agrees to indemnify each Seller and the Servicer and to hold each
      of
      them harmless against any and all third-party claims, losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs and judgments that are related to or arise directly from a breach of
      any
      representation and warranty or covenant of the Purchaser under this Agreement,
      the Servicing Agreement, the related Assignment and Conveyance, and the related
      Commitment Letter.

    


    (c) The
      Purchaser acknowledges and agrees that the obligations of the applicable Seller
      or Sellers set forth in Section 3.3 to cure or repurchase a defective Mortgage
      Loan and the obligations to indemnify the Purchaser as provided in this
      Section 7.3 constitute the sole remedies afforded the Purchaser respecting
      a breach of a representation and warranty set forth in Sections 3.1 or 3.2.


    


    (d) No
      indemnifying party shall be liable for any costs and expenses pursuant to this
      Section 7.3 unless the indemnified party provides written notice to the
      indemnifying party that describes the nature of such claim within a reasonable
      time after service of a summons or other first legal process upon the
      indemnified party; provided, however, that the indemnified party’s failure to
      notify such indemnifying party pursuant to this paragraph shall not relieve
      such
      indemnifying party from any liability that such indemnifying party may have
      to
      the indemnified party otherwise than on account of this indemnity.

    


    (e) Each
      indemnifying party shall be entitled to participate at its own expense in the
      defense, or, if such indemnifying party so elects, to assume the defense of
      any
      suit against the indemnified party by a third party resulting from a breach
      of
      the representations and warranties made by an indemnifying party in Article
      3,
      the Assignment and Conveyance or the Commitment Letter. If such indemnifying
      party elects to assume the defense of a suit against the indemnified party,
      such
      defense shall be conducted by counsel chosen by such indemnifying party. In
      the
      event such an indemnifying party elects to assume the defense of any such suit
      and retain such counsel, the indemnified party may retain additional counsel
      but
      shall bear the fees and expenses of such counsel unless (x) such indemnifying
      party and indemnified party have mutually agreed to the retention of such
      counsel or (y) the named parties to such suit (including any impleaded parties)
      include both such indemnifying party and indemnified party and representation
      of
      both such indemnifying party and indemnified party by the same counsel would
      be
      inappropriate due to actual or potential differing interests between them.
      It is
      understood that such an indemnifying party shall not, in connection with any
      proceeding or related proceedings in the same jurisdiction, be liable for the
      fees and expenses of more than one counsel (separate from its own counsel)
      for
      the indemnified party.

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    (f) No
      indemnifying party shall be required to indemnify any person for any settlement
      of any claim effected without such indemnifying party’s consent, which consent
      shall not be unreasonably withheld. Such indemnifying party shall not, without
      the prior written consent of the indemnified party which consent shall not
      be
      unreasonably withheld, effect any settlement of any pending or threatened
      proceeding to which the indemnified party is a party and indemnity is sought
      hereunder by the indemnified party unless such settlement includes an
      unconditional release of the indemnified party from all liability on claims
      that
      are the subject matter of such proceeding.

     

    Section
      7.4 General
      Interpretive Principles

    


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

    


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

    


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

    


    (c) references
      herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
      subdivisions without reference to a document are to designated Articles,
      Sections, Subsections, Paragraphs, and other subdivisions of this
      Agreement;

    


    (d) a
      reference to a subsection without further reference to a Section is a reference
      to such subsection as contained in the same Section in which the reference
      appears, and this Rule shall also apply to Paragraphs and other
      subdivisions;

    


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

    


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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    Section
      7.5 Reproduction
      of Documents

    


    This
      Agreement and all documents relating hereto, including (i) consents,
      waivers, and modifications which may hereafter be executed, (ii) the
      Effective Date Documents, all Assignment and Conveyances, Commitment Letters
      and
      Mortgage Loan Schedules and (iii) financial statements, certificates, and
      other information previously or hereafter furnished, may be reproduced by any
      photographic, photostatic, microfilm, microcard, miniature photographic, or
      other similar process. The parties agree that any such reproduction shall be
      admissible in evidence as the original itself in any judicial or administrative
      proceeding, whether or not the original is in existence and whether or not
      such
      reproduction was made by a party in the regular course of business, and that
      any
      enlargement, facsimile, or further reproduction of such reproduction shall
      likewise be admissible in evidence.

     

    Section
      7.6 Notices

    


    All
      demands, notices, consents, waivers and other communications hereunder shall
      be
      in writing and shall be deemed to have been duly given upon receipt if
      personally delivered, sent by facsimile,
      mailed
      by registered mail, postage prepaid or delivered by a nationally recognized
      overnight courier, to 

    


    (i)           
      in
      the
      case of the Sellers:

    


    Washington
      Mutual Bank 

    Washington
      Mutual Bank fsb 

    1201
      Third Avenue, WMT1706

    Seattle,
      Washington 98101

    Attention:
      General Counsel

    Telephone:
      (206) 461-8890

    Facsimile:
      (206) 461-5739

    


    (ii)          
      in
      the
      case of the Servicer:

    


    Washington
      Mutual Bank 

    11200
      W.
      Parkland Ave.

    Milwaukee
      WI 53224

    Attention:
      Investor Reporting

    Telephone:
      (414) 359-5431

    Facsimile:
      (414) 359-5327

    


    or
      such
      other address as may hereafter be furnished to the Purchaser in writing by
      a
      Seller or the Servicer, and 

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (iii)         
      in
      the
      case of the Purchaser:

    


    DB
      Structured Products, Inc.

    60
      Wall
      Street

    New
      York,
      New York

    Attention:
      Michael Commaroto

    Telephone:
      (212) 250-3114

    Facsimile:
      (212) 797-2740

    


    or
      such
      other address as may hereafter be furnished to each of the Sellers and the
      Servicer in writing by the Purchaser.

    


    Notwithstanding
      the foregoing, any demand, notice, consent, waiver or communication may be
      given
      by any other means if the parties hereto agree to such alternative means in
      writing.

     

    Section
      7.7 Severability
      of Provisions

    


    If
      any
      one or more of the covenants, agreements, provisions, or terms of this Agreement
      shall be held invalid for any reason whatsoever, 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 covenants, agreements,
      provisions, or terms of this Agreement or the rights of the parties hereunder.
      If the invalidity of any part, provision, representation or warranty of this
      Agreement shall deprive any party of the economic benefit intended to be
      conferred by this Agreement, the parties shall negotiate in good faith to
      develop a structure the economic effect of which is as nearly as possible the
      same as the economic effect of this Agreement without regard to such
      invalidity.

     

    Section
      7.8 Exhibits

    


    The
      exhibits to this Agreement are hereby incorporated and made a part hereof and
      are an integral part of this Agreement.

     

    Section
      7.9 Counterparts;
      Successors and Assigns

    


    This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same agreement. This Agreement shall inure to the benefit of and be
      binding upon the Sellers and the Purchaser. Notwithstanding
      the foregoing, (a) none of the Sellers shall assign its rights and obligations
      under this Agreement without the prior written consent of the Purchaser, which
      consent shall not be unreasonably withheld or delayed and (b) the Purchaser
      may
      not assign its rights and obligations under this Agreement except (i) as
      provided in Article 6, or (ii) with the prior written consent of the
      applicable Seller or Sellers, which consent shall not be unreasonably withheld
      or delayed.

     

    Section
      7.10 Effect
      of Headings

    


    The
      headings in this Agreement are for purposes of reference only and shall not
      limit or otherwise affect the meaning hereof.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    Section
      7.11 Other
      Agreements Superseded;
      Entire Agreement

    


    This
      Agreement supersedes all prior agreements and understandings relating to the
      subject matter hereof. This Agreement, together with all Commitment Letters
      and
      Assignment and Conveyances delivered or entered into pursuant hereto constitute
      the entire agreement of the parties with respect to the subject matter hereof.
      If
      any
      provision of this Agreement conflicts with any provision of any Assignment
      and
      Conveyance, the provisions of the Assignment and Conveyance shall control.
      If
      any provision of this Agreement conflicts with any provision of any Commitment
      Letter, the provisions of this Agreement shall control.

     

    Section
      7.12 Survival

    


    Except
      as
      provided in Section 3.3 and Section 7.3, the representations, warranties,
      indemnities, covenants, and agreements of the parties provided in this Agreement
      and the parties’ obligations hereunder shall survive the execution and delivery
      and the termination or expiration of this Agreement.


    


    Section
      7.13 Intention
      of the Parties

    


    It
      is the
      intention of the parties that the Purchaser is purchasing, and each Seller
      is
      selling Mortgage Loans and not a debt instrument of such Seller or other
      security. Accordingly, the parties hereto each intend to treat each of the
      transactions hereunder for federal income tax purposes as a sale by each Seller,
      as applicable, and a purchase by the Purchaser, of Mortgage Loans. The Purchaser
      shall have the right to review the Mortgage Loans and the related Credit Files
      to determine the characteristics of the Mortgage Loans which shall affect the
      federal income tax consequences of owning the Mortgage Loans, and the applicable
      Seller or Sellers shall cooperate with all reasonable requests made by the
      Purchaser in the course of such review. It is not the intention of the parties
      that such conveyance be deemed a pledge of the Mortgage Loans by any Seller
      or
      the Purchaser or any assignee of the Purchaser to secure a debt or other
      obligation of any Seller.

     

    Section
      7.14 Costs

    


    Each
      party will pay all costs, fees, and expenses incurred (including the fees of
      its
      attorneys) in connection with the negotiations for, documenting of and closing
      of the transactions contemplated by this Agreement.

     

    Section
      7.15 Obligations
      of the Sellers

    


    The
      obligations and liability of each of the Sellers under this Agreement are
      several, and no Seller shall be responsible for the obligations of any other
      Seller under this Agreement. Each representation, warranty, indemnity and
      covenant made by one Seller under the Agreement is made by, or on behalf of,
      and
      with respect to, that Seller only and not any other Seller.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    Section
      7.16 Attorneys’
      Fees

    


    If
      any
      party retains an attorney to enforce any of the provisions of this Agreement,
      the prevailing party shall be entitled to reasonable attorneys’ fees from the
      non prevailing party (or parties), including, without limitation, fees incurred
      in arbitration and in trial and appellate courts, fees incurred without suit,
      and all arbitration, court and accounting costs.

     

    Section
      7.17 Third
      Party Beneficiary

    


    The
      Servicer shall be a third party beneficiary of all of the covenants and
      representations and warranties made to the Seller by the Purchaser and the
      Servicer shall be entitled to enforce the provisions hereof. 

     

    Section
      7.18 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. 

     

    Section
      7.19 Merger
      or Consolidated of a Seller

    


    Any
      Person into which a Seller may be merged or consolidated, or any person
      resulting from any merger, conversion or consolidation to which a Seller shall
      be a party, or any person succeeding to all, or substantially all, of the
      business or assets of a Seller, shall be the successor of such Seller as
      applicable hereunder, without the execution or filing of any paper, or any
      further act on the part of any of the parties hereto, anything herein or in
      the
      Agreement to the contrary notwithstanding.

    


    [signatures
      follow]

    


    


    


    



    
      
        
        

      

      
        37

        
          

        

      

       

    



    TO
      WITNESS THIS,
      the
      Sellers and the Purchaser have caused their names to be signed to this Mortgage
      Loan Purchase and Sale Agreement by their duly authorized respective officers
      as
      of the day and year first above written.

    


    


    
      	 	
              WASHINGTON
                MUTUAL BANK

              a
                federally chartered savings association as a Seller

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

            
	 	 
	 	
              WASHINGTON
                MUTUAL BANK fsb

              a
                federal savings bank as a Seller

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

            
	 	 
	 	 
	 	
              DB
                STRUCTURED PRODUCTS, INC.,

              a
                Delaware corporation, as Purchaser

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

               

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    

    
 

    
      	STATE OF WASHINGTON 	)	 	 
	 	) ss.	 	 
	COUNTY OF KING 	)	 	 


    

     

    


    This
      instrument was acknowledged before me on ______________________, 200_, by
      _____________________ as _________________________ of Washington Mutual
      Bank.

     

    


    ________________________________


    [Print
      Name]___________________________

    NOTARY
      PUBLIC in and for the State of

    Washington,
      residing at _________________

    My
      commission expires __________________

    


    


    
      
 

      
        	STATE OF WASHINGTON 	)	 	 
	 	) ss.	 	 
	COUNTY OF KING 	)	 	 




    

    This
      instrument was acknowledged before me on ______________________, 200_, by
      _____________________ as _________________________ of Washington Mutual Bank
      fsb.

     

    


    
      ________________________________


      [Print
        Name]___________________________

      NOTARY
        PUBLIC in and for the State of

      Washington,
        residing at _________________

      My
        commission expires __________________

       

    


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    
      
         

        
          	STATE OF ________________________	)	 	 
	 	) ss.	 	 
	COUNTY OF ______________________	)	 	 


        

         

      

    

    


    This
      instrument was acknowledged before me on ______________________, 200_, by
      _____________________ as _________________________ of DB
      Structured Products, Inc.

     

    


    ______________________________


    [Print
      Name]_________________________

    NOTARY
      PUBLIC in and for the State of

    __________,
      residing at _______________

    My
      commission expires ________________

    


    


    
      
        
          
 

          
            	STATE OF ________________________	)	 	 
	 	) ss.	 	 
	COUNTY OF ______________________	)	 	 


          

           

        

      

    

    


    This
      instrument was acknowledged before me on ______________________, 200_, by
      _____________________ as _________________________ of DB
      Structured Products, Inc.

     

    
      


      ______________________________


      [Print
        Name]_________________________

      NOTARY
        PUBLIC in and for the State of

      __________,
        residing at _______________

      My
        commission expires ________________

      



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT A-1

    


    CONTENTS
      OF MORTGAGE FILE

    


    


    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items unless otherwise agreed by the applicable Seller and the
      Purchaser:

    


    On
      or
      before the date specified in the related Commitment Letter, the applicable
      Seller shall deliver or cause to be delivered to the Custodian, with respect
      to
      each Mortgage Loan sold by such Seller hereunder, each of the following items
      or
      documents (unless otherwise agreed by such Seller and the
      Purchaser):

    


    A. With
      respect to each Mortgage Loan (other than a Cooperative Loan):

    


    1.          
      (i) the
      original Mortgage Note, endorsed (on the Mortgage Note or an allonge attached
      thereto) “Pay to the order of _______________________, without recourse,” (or as
      otherwise specified in the related Commitment Letter), and signed by facsimile
      signature in the name of such applicable Seller by an authorized officer, with
      all intervening endorsements showing a complete, valid and proper chain of
      title
      from the originator of such Mortgage Loan to such Seller; or

    


    (ii) a
      lost
      note affidavit, providing indemnification to the holder thereof reasonably
      acceptable to the Purchaser for any losses incurred due to the fact that the
      original Mortgage Note is missing, together with a copy of the executed Mortgage
      Note; notwithstanding the foregoing, not more than three percent (3.00%) of
      the
      Mortgage Loans by aggregate Unpaid Principal Balance thereof in each Loan Pool
      will have lost note affidavits;

    


    


    2. the
      original Mortgage, with evidence of recording thereon (and, in the case of
      a MOM
      Loan, with evidence of the MIN); provided, that (i) if the original
      Mortgage has been delivered for recording to the appropriate public recording
      office of the jurisdiction in which the Mortgaged Property is located but has
      not yet been returned to such Seller by such recording office, such Seller
      shall, no later than 270 days following the related Closing Date, deliver to
      the
      Custodian the original of such Mortgage, with evidence of recording thereon,
      and
      (ii) if such Mortgage has been lost or if such public recording office
      retains the original recorded Mortgage, such Seller may deliver or cause to
      be
      delivered to the Custodian a photocopy of such Mortgage certified by such Seller
      or such public recording office to be a true and complete copy of the original
      recorded Mortgage;

    


    3. unless
      such Mortgage Loan is a MERS Loan, the original
      Assignment of Mortgage, from such Seller signed by original signature of an
      authorized officer, in blank (or
      as
      otherwise specified in the related Commitment Letter),
      which
      assignment shall be in form and substance acceptable for recording (except
      for
      the insertion of the name of the assignee and recording
      information);

    


    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

    4. with
      respect to Mortgage Loans less than 360 days from origination, unless such
      Mortgage Loan is a MOM Loan, originals or copies of all intervening Assignments
      of Mortgage, with evidence of recording thereon, showing a complete chain of
      title from the originator to the applicable Seller; provided that (i) if
      any original intervening Assignment of Mortgage has been delivered for recording
      to the appropriate public recording office of the jurisdiction in which the
      Mortgaged Property is located but has not yet been returned to such Seller
      by
      such recording office, such Seller shall, no later than 270 days following
      the
      related Closing Date, deliver to the Custodian the original of such intervening
      Assignment of Mortgage, with evidence of recording thereon, and (ii) if
      such intervening Assignment of Mortgage has been lost or if such public
      recording office retains the original recorded intervening Assignment of
      Mortgage, such Seller may deliver or cause to be delivered to the Custodian
      a
      photocopy of such intervening Assignment of Mortgage certified by the Seller
      or
      such public recording office to be a true and complete copy of the original
      recorded intervening Assignment of Mortgage. With respect to Mortgage Loans
      more
      than 360 days from origination, originals or copies of any intervening
      Assignments of Mortgages shall only be delivered, if available. Such documents
      shall be delivered to the Purchaser no later than 120 days following the Closing
      Date; and

    


    5. originals
      of all assumption and modification agreements, if any, unless such originals
      are
      unavailable (in which event the Seller shall deliver to the Custodian a
      photocopy of each such original, certified by the Seller to be a true and
      complete copy of the original).

    


    B. With
      respect to each Cooperative Loan, as applicable and as required by the
      applicable laws of the state in which the related Cooperative Apartment is
      located, copies of: (1) the proprietary lease; (2) the security agreement;
      (3)
      the Mortgage Note; (4) the assignment of the proprietary lease, with all
      intervening assignments showing a complete chain of title and an assignment
      thereof by the applicable Seller; (5) the original stock certificate evidencing
      the ownership of the Cooperative Apartment, endorsed or accompanied by a stock
      power relating to such stock certificate executed in blank; (6) a recognition
      agreement in form approved by the applicable Seller’s underwriting guidelines,
      in substantially the same form as the standard “AZTECH” form; (7) copies of the
      financing statement filed by the applicable Seller as secured party and, if
      applicable, a filed UCC-3 assignment of the subject security interest showing
      a
      complete chain of title, together with an executed UCC-3 Assignment of such
      security interest by the applicable Seller in a form sufficient for filing,
      and
      (8) such other documents as are necessary for the perfection of a lien against
      the related Coop Ownership Interests under applicable law.

    


     

    
      
        
        

      

      
        A-1-2

        
          

        

      

       

    

    EXHIBIT A-2

    


    CONTENTS
      OF CREDIT FILE

    
 

    


    With
      respect to each Mortgage Loan, unless otherwise agreed by the applicable Seller
      and the Purchaser, the Credit File shall include each of the following items,
      if
      available, which items may be originals, photocopies or stored electronically
      or
      on microfilm:

    


    
      	
              1.

            	
              Original
                or copy of survey of the Mortgaged Property.

            
	 	 
	
              2.

            	
              Original
                or copy of each instrument necessary to complete identification of
                any
                exception set forth in the exception schedule in the title policy
                (i.e.,
                map or plat, restrictions, easements, sewer agreements, home association
                declarations, etc.).

            
	 	 
	
              3.

            	
              Evidence
                of a hazard insurance policy (if required by the terms of the related
                Mortgage Loan) and, if required by law, a flood insurance policy,
                with
                extended coverage of the hazard insurance policy. (Note: Evidence
                may be
                maintained by the applicable Seller in electronic form. The applicable
                Seller shall produce a paper copy of such evidence upon request by
                the
                Purchaser.)

            
	 	 
	
              4.

            	
              Mortgage
                Loan closing statement (Form HUD-1) and any other truth-in-lending
                or real
                estate settlement procedure forms required by law.

            
	 	 
	
              5.

            	
              Residential
                loan application.

            
	 	 
	
              6.

            	
              Verification
                of employment and income (if required pursuant to the Seller’s
                underwriting criteria at the time of origination).

            
	 	 
	
              7.

            	
              Verification
                of acceptable evidence of source and amount of down payment (to the
                extent
                required under the Seller’s underwriting guidelines at the time of
                origination).

            
	 	 
	
              8.

            	
              Credit
                report on the Mortgagor.

            
	 	 
	
              9.

            	
              Residential
                appraisal report.

            
	 	 
	
              10.

            	
              Photograph
                of the property.

            
	 	 
	
              11.

            	
              Executed
                disclosure statement.

            
	 	 
	
              12.

            	
              Insurance
                premium receipts, tax receipts, ledger sheets, payment records, insurance
                claim files and correspondence, correspondence, current and historical
                computerized data files, underwriting standards used for origination,
                and
                all other papers and records developed or originated by the applicable
                Seller or others required to document the Mortgage Loan or to service
                the
                Mortgage Loan, as available. 

            
	 	 
	
              13.

            	
              A
                copy or an imaged copy on CD ROM of the policy of title insurance,
                including any endorsements thereto or marked commitment (or if such
                policy
                has not yet been issued by the insurer, the preliminary title
                report).

            
	 	 
	
              14.

            	
              A
                copy or an imaged copy on CD ROM of the executed Power of Attorney,
                if any
                provided that it has been recorded in the appropriate public records
                office and evidence of recording is attached.

            
	 	 
	
              15.

            	
              A
                copy or an imaged copy on CD ROM of the original Primary Mortgage
                Insurance Policy, if any.

            


    

    


     

    
      
        
        

      

      
        A-2-1

        
          

        

      

       

    


    EXHIBIT B


    


    ASSIGNMENT
      AND CONVEYANCE

    


    This
      Assignment
      and Conveyance
      (the
“Assignment and Conveyance”) is dated________________________, by: [INSERT
      one
      or
      more of the following parties: WASHINGTON MUTUAL BANK, a savings association
      organized under the laws of the United States, and/or WASHINGTON MUTUAL BANK
      fsb, a savings bank organized under the laws of the United States], as sellers
      (each, a “Seller” and, collectively, the “Sellers”) and DB Structured Products,
      Inc., a Delaware corporation (the “Purchaser”).

    


    This
      Assignment and Conveyance is made pursuant to the terms and conditions of the
      Mortgage Loan Purchase and Sale Agreement (the “Agreement”), dated as of
      September 1, 2006, among the Sellers and the Purchaser, the provisions of which
      are incorporated here, as such terms may be modified or supplemented herein.
      All
      capitalized terms shall have the meanings ascribed to them in the Agreement,
      unless otherwise defined herein.

    


    The
      Purchaser hereby purchases from Seller(s) and each Seller hereby sells to the
      Purchaser, severally and not jointly, all of the Seller’s right, title and
      interest in and to the Mortgage Loans described on the Mortgage Loan Schedule
      attached as Schedule I,
      in
      accordance with the terms of the Agreement, as such terms may be supplemented
      or
      modified by this Assignment and Conveyance. From this date forward, Washington
      Mutual Bank, shall service the Mortgage Loans for the benefit of the Purchaser
      and all subsequent transferees of the Mortgage Loans in accordance with the
      terms of the Servicing Agreement, dated as of September 1, 2006, between
      Washington Mutual Bank, as servicer, and Purchaser.

    


    1. Definitions

    


    For
      purposes of the Mortgage Loans to be sold pursuant to this Assignment and
      Conveyance, the following terms shall have the following meanings:

    


    
      	
              Closing
                Date:

            	
              [Closing
                Date], or such other date as the parties may agree.

            
	 	 
	
              Cut-Off
                Date Principal Balance

            	 
	
              for
                Mortgage Loans:

            	
              $__________

            
	 	 
	
              Cut-Off
                Date:

            	
              ___________

            
	 	 
	
              Initial
                Weighted Average

            	 
	
              Mortgage
                Loan Net Rate:

            	
              ___________%

            
	 	 
	
              Servicing
                Fee Rate:

            	
              ___________

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Additional
      Closing Conditions

    


    a.
      In
      addition to the foregoing and to the conditions specified in the Agreement,
      the
      obligation of each of the Sellers and the Purchaser is subject to the
      fulfillment, on or prior to the relevant Closing Date, of the following
      additional conditions: 

    


    The
      Purchaser or any of its permitted assignees shall not effect a Reconstitution
      unless the following conditions are met: (i) the maximum number of investors
      that own the Mortgage
      Loans at
      any
      one time is four, (ii) no single investor owns Mortgage
      Loans having
      an
      aggregate Unpaid Principal Balance immediately after such Reconstitution of
      less
      than $5,000,000, (iii) the applicable Seller(s) and the Servicer are provided
      with initial drafts of all documents for which such Sellers and Servicer are
      requested to become a party in connection with such Reconstitution at least
      7
      days prior to the Subsequent Transfer Settlement Date, (iv) a final list of
      the
Mortgage
      Loans subject
      to such Reconstitution is provided to the Servicer at least 2 Business Days
      prior to the related Subsequent Transfer Settlement Date, (v) no Mortgage
      Loan is
      subject to more than one Reconstitution in any given Due Period and (vi) the
      Subsequent Transfer Settlement Date occurs after the related Servicing Cut-Off
      Date.

    


    3. Additional
      Loan Documents

    


    a.
      In
      addition to the contents of the Mortgage File specified in the Agreement, the
      following documents shall be delivered with respect to the Mortgage
      Loans:

    


    [None].

    


    4. [Additional]
      [Modification of] Representations and Warranties

    


    a.
      In
      addition to the representations and warranties set forth in the Agreement,
      as of
      the date hereof, the applicable Seller makes the following additional
      representations and warranties with respect to the Mortgage Loans:

    


    [No
      change]

    


    b.
      Notwithstanding anything to the contrary set forth in the Agreement, with
      respect to each Mortgage Loan to be sold on the Closing Date or with respect
      to
      each of the Sellers, the representations and warranties set forth in Section
      3.1
      and Section 3.2 of the Agreement shall be modified to read as
      follows:

    


    [No
      change].

    


    c.
      Except
      as modified here, Sections 3.1 and 3.2 of the Agreement remain in full force
      and
      effect as of the date of this Assignment and Conveyance.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        5.
          Repurchase
          Price for Assets Repurchased for Breach of Representation or
          Warranty

      

    

    


    [The
      repurchase price for any Mortgage Loan to be repurchased pursuant to Section
      3.3
      of the Agreement shall be calculated as set forth in Section 3.3 of the
      Agreement.]

    


    
      
        6.
          Documentation
          Defects To Be Cured

      

    

    


    The
      Mortgage Loans shown on Schedule
      II
      attached
      hereto contain documentation defects as described therein. If the applicable
      Seller has not cured all of the documentation defects described in Schedule
      II
      within [____________] days of the Closing Date, such Seller shall provide the
      Purchaser with a written notice (the “[__] Day Notice”) relating to any
      remaining documentation defects (which [__] Day Notice may be by confirmed
      email
      or facsimile transmission) and shall have an additional [__________] days to
      cure such remaining documentation defects (the “Additional Cure Period”). If the
      applicable Seller has not cured all of the remaining documentation defects
      described in the [__] Day Notice within the Additional Cure Period, the
      Purchaser may give prompt written notice to the Seller (which notice may be
      by
      confirmed email or facsimile transmission) and the Seller shall promptly
      repurchase any such Mortgage Loan at the Repurchase Price; provided, however,
      that with respect to any documentation defect relating to a Cooperative Loan,
      the Seller shall have [_________________________] days from the Closing Date
      to
      cure such documentation defect.

    


    
      
        7.
          Disclosed
          Breaches Pursuant to Section 3.3(b)

      

    

    


    The
      Mortgage Loans shown on Schedule
      III
      attached
      hereto contain documentation defects as described therein. Pursuant to Section
      3.3(b) of the Agreement, the Sellers hereby disclose these defects on Schedule
      II and the parties agree that such Disclosed Breaches that would otherwise
      constitute a breach of Section 2.2 or a representation or warranty under
      Sections 3.1 or 3.2 shall not constitute a breach that requires the Seller
      to
      cure the breach, repurchase the Mortgage Loan or pay any Purchase Price
      Adjustment.

    


    


    


    [signatures
      follow]

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TO
      WITNESS THIS,
      the
      parties have caused their names to be signed by their respective duly authorized
      officers as of the date first written above.

    


    


    
      	 	
              WASHINGTON
                MUTUAL BANK

              a
                federally chartered savings association as a Seller

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

            
	 	 
	 	
              WASHINGTON
                MUTUAL BANK fsb

              a
                federal savings bank as a Seller

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

            
	 	 
	 	 
	 	
              DB
                STRUCTURED PRODUCTS, INC.,

              a
                Delaware corporation as Purchaser

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

               

               

              By:     
                _________________________________

               

              Name:
                _________________________________

               

              Title:  
                _________________________________

            
	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

       

    



    SCHEDULE
      I TO ASSIGNMENT AND CONVEYANCE

    


    MORTGAGE
      LOAN SCHEDULE *

    


    


    


    *
      To be
      attached as diskette in “read-only” format.

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

       

    



    


    SCHEDULE
      II TO ASSIGNMENT AND CONVEYANCE

    


    DOCUMENTATION
      DEFECTS TO BE CURED

     

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SCHEDULE
      III TO ASSIGNMENT AND CONVEYANCE

    


    DISCLOSED
      BREACHES PURSUANT TO SECTION 3.3(B)

     

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A TO ASSIGNMENT AND CONVEYANCE

    


    STANDARD
      & POOR’S LEVELS® GLOSSARY in effect on THE CLOSING
      DATE

    
 

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    FORM
      OF INDEMNIFICATION AGREEMENT

    


    [ISSUING
      ENTITY]Asset Backed Pass-Through Certificates, Series [___]

    


    [DATE]

    


    Reference
      is made to the [Offering Document] (the “[Offering Document]”), dated [Date],
      relating to [Certificates] (the “Certificates”).

     

    [WaMu
      Entity] (“WAMU””) hereby
      agrees to indemnify and hold harmless [Depositor] (the “Depositor”), Deutsche
      Bank Securities Inc. (“DBSI”) and
      DB
      Structured Products, Inc. (“DBSP”), their respective officers and directors and
      each person, if any, who controls the Depositor, DBSI or DBSP within the meaning
      of Section 15 of the Securities Act of 1933, as amended (the “Act”), or Section
      20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from
      and against any and all losses, claims, expenses, damages or liabilities to
      which the Depositor, DBSI or DBSP, their respective officers or directors and
      any such controlling person may become subject under the Act or otherwise,
      as
      and when such losses, claims, expenses, damages or liabilities are incurred,
      but
      only insofar as such losses, claims, expenses, damages or liabilities (or
      actions in respect thereof) arise out of or are based upon any untrue statement
      or alleged untrue statement of any material fact contained in the WAMU
      Information (as defined below) or the omission or the alleged omission to state
      in the WAMU Information a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances in
      which
      they were made, not misleading, and will reimburse the Depositor, DBSI and
      DBSP,
      their respective officers and directors and any such controlling person for
      any
      legal or other expenses reasonably incurred by it or any of them in connection
      with investigating or defending any such loss, claim, expense, damage, liability
      or action, as and when incurred.

    


    For
      purposes of this Indemnification Agreement, WAMU, the Depositor, DBSI and DBSP
      acknowledge and agree that the statements set forth under the [subheading
      [________________]] in the [Offering Document] (collectively, the “WAMU
      Information”) constitute the only information furnished to the Depositor, DBSP
      or DBSI by or on behalf of WAMU for inclusion in the [Offering Document] and
      WAMU hereby represents and warrants, as of the date of the [Offering Document]
      and the date hereof, that such WAMU Information is true and correct in all
      material respects.

    


    Each
      of
      the Depositor and DBSP hereby agrees to indemnify and hold harmless WAMU and
      its
      officers and directors and each person, if any, who controls WAMU within the
      meaning of Section 15 of the Act, or Section 20 of the Exchange Act, from and
      against any and all losses, claims, expenses, damages or liabilities to
      which
      WAMU or
      its officers or directors and any such controlling person may become subject
      under the Act or otherwise, as and when such losses, claims, expenses, damages
      or liabilities are incurred, insofar as such losses, claims, expenses, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of any material fact contained
      in the [Offering Document] or the omission or the alleged omission to state
      in
      the [Offering Document] or Prospectus a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading, other than with
      respect to the WAMU Information, and will reimburse WAMU and its officers and
      directors and any such controlling person for any legal or other expenses
      reasonably incurred by it or any of them in connection with investigating or
      defending any such loss, claim, expense, damage, liability or action, as and
      when incurred.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party will, if a claim in respect thereof is to
      be
      made against the indemnifying party hereunder, notify the indemnifying party
      of
      the commencement thereof; but the failure so to notify the indemnifying party
      will not relieve it from any liability that such indemnifying party may have
      to
      any indemnified party under this Agreement except to the extent that such
      indemnifying party has been materially prejudiced by such failure; provided,
      however, that the failure to so notify the indemnifying party shall not relieve
      it from any liability that such indemnifying party may have to any indemnified
      party otherwise than under this Agreement. In case any such action is brought
      against any indemnified party, and it notifies the indemnifying party of the
      commencement thereof, the indemnifying party will be entitled to participate
      therein, and, to the extent that such indemnifying party may wish, to assume
      (at
      its own expense) the defense thereof, with counsel satisfactory to such
      indemnified party (which counsel may be counsel to the indemnifying party),
      and,
      after notice from the indemnifying party to such indemnified party hereunder,
      such indemnifying party shall not be liable for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the defense
      thereof unless (i) the indemnifying party shall have agreed in writing to the
      continuing participation of such counsel or (ii) the named parties to any such
      proceeding (including any impleaded parties) include both the indemnifying
      party
      and the indemnified party and representation of both parties by the same counsel
      would, in the opinion of such counsel, be inappropriate due to the actual or
      potential differing interests between them. If the indemnifying party assumes
      the defense of any proceeding, it shall be entitled to settle such proceeding
      with the consent of the indemnified party, which will not be unreasonably
      withheld or delayed or, if such settlement provides for release of the
      indemnified party in connection with all matters relating to the proceeding
      which have been asserted against the indemnified party in such proceeding by
      the
      other parties to such settlement, without the consent of the indemnified
      party.

    


    If
      recovery is not available under the foregoing indemnification provisions for
      any
      reason other than as specified therein, each indemnified party shall be entitled
      to contribution to liabilities and expenses, except to the extent that
      contribution is not permitted under Section 11(f) of the Act. The amount of
      such
      contribution by the parties shall be paid in such proportion as is appropriate
      to reflect the relative benefits received by the parties resulting from the
      offering of the Certificates; provided, that, if such allocation is not
      permitted by applicable law or indemnification is not available as a result
      of
      the indemnifying party not having received notice as provided in the paragraph
      above, such contribution shall be paid in such proportion as is appropriate
      to
      reflect not only the relative benefits referred to above, but also the relative
      fault of the parties in connection with the statements or omissions that
      resulted in such liabilities and expenses. The relative fault of the parties
      shall be determined by reference to, among other things, the parties’ relative
      knowledge and access to information concerning the matter with respect to which
      the claim was asserted, the opportunity to correct and prevent any misstatement
      or omission, and any other equitable considerations appropriate under the
      circumstances.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      agreements, indemnities and representations of the parties thereto contained
      herein or made pursuant to this Agreement will remain in full force and effect,
      regardless of any investigation, or statement as to the results thereof, made
      by
      or on behalf of any parties hereto or any of the controlling persons referred
      to
      herein, and will survive the sale of the Certificates.

    


    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without regard to conflict of laws principles applied
      in
      such state other than Section 5-1401 of the New York General Obligations Law
      which shall govern. This Agreement shall inure to the benefit of and be binding
      upon the parties hereto and their successors and assignees and the controlling
      persons referred to herein, and no other person shall have any right or
      obligation hereunder. Neither this Agreement nor any term hereof may be changed,
      waived, discharged or terminated orally, but only by an instrument in writing
      signed by the party against whom enforcement of the change, waiver, discharge
      or
      termination is sought. This Agreement may be executed in counterparts, each
      of
      which when so executed and delivered shall be considered an original, and all
      such counterparts shall constitute one and the same instrument.

    


    [SIGNATURES
      COMMENCE ON FOLLOWING PAGE]

    


    
 

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Executed
      as of the day and year first above written.

    


    


    
      	
               

              [WAMU
                ENTITY]

               

               

               

              By:
                _______________________________

               

              Name:
                

               

              Title:

              Title:
                

            	 	
               

              [Depositor

               

               

               

              By:
                _________________________________

               

              Name:

               

              Title: 

              Name:
                

               

              Title:
                

               

              By:
                _________________________________

               

              Name:

               

              Title:
                  

               

            
	
              DB
                STRUCTURED PRODUCTS, INC.

               

               

               

              By:________________________________

               

              Name:

               

              Title:

               

               

               

              By:________________________________

               

              Name:

               

              Title:

            	 	
              DEUTSCHE
                BANK SECURITIES INC.

               

               

               

              By:________________________________

               

              Name:

               

              Title:

               

               

               

              By:________________________________

               

              Name:

               

              Title:

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ATTACHMENT
      3

     

    Monthly
      Data

     

    BASE
      LIQUIDATION REPORT

    [SEE
      ATTACHED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    Exhibit: Standard
      File Codes - Delinquency Reporting

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	·  	
              ASUM-Approved
                Assumption

            


    

     

    
      	·  	
              BAP-Borrower
                Assistance Program

            


    

     

    
      	·  	
              CO-
                Charge Off

            


    

     

    
      	·  	
              DIL-
                Deed-in-Lieu

            


    

     

    
      	·  	
              FFA-
                Formal Forbearance Agreement

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	·  	
              MOD-
                Loan Modification

            


    

     

    
      	·  	
              PRE-
                Pre-Sale

            


    

     

    
      	·  	
              SS-
                Short Sale

            


    

     

    
      	·  	
              MISC-Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    NOTE:
      Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field
      should show the current status of the property code as follows:

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

    The
      Property
      Condition
      field
      should show the last reported condition of the property as follows:


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field
      should show the Reason for Delinquency as follows: 

     

    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Status Code
      field
      should show the Status of Default as follows: 

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Standard
                File Layout - Master Servicing 

            	 	 	 
	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	
               

            	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      J

    


    CAP
      CONTRACT

    


    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      1

    


    MORTGAGE
      LOAN SCHEDULE

    


    (AVAILABLE
      UPON REQUEST)

     

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      2

    


    PREPAYMENT
      CHARGE SCHEDULE

    


    (AVAILABLE
      UPON REQUEST)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      3

    


    STANDARD
      FILE LAYOUT- DELINQUENCY REPORTING

    


    


    Exhibit
      : Standard
      File Layout - Delinquency Reporting

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

    


     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	·  	
              ASUM-Approved
                Assumption

            


    

     

    
      	·  	
              BAP-Borrower
                Assistance Program

            


    

     

    
      	·  	
              CO-
                Charge Off

            


    

     

    
      	·  	
              DIL-
                Deed-in-Lieu

            


    

     

    
      	·  	
              FFA-
                Formal Forbearance Agreement

            


    

     

    
      	·  	
              MOD-
                Loan Modification

            


    

     

    
      	·  	
              PRE-
                Pre-Sale

            


    

     

    
      	·  	
              SS-
                Short Sale

            


    

     

    
      	·  	
              MISC-Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    NOTE:
      Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field
      should show the current status of the property code as follows:

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

    The
      Property
      Condition
      field
      should show the last reported condition of the property as follows:


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field
      should show the Reason for Delinquency as follows: 

     

    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

    


     

    The
      FNMA
      Delinquent Status Code
      field
      should show the Status of Default as follows: 

     

    
      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Exhibit
      : Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    NOTE:
      Do
      not net or combine items. Show all expenses individually and all credits as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      

    


    The
      numbers on the 332 form correspond with the numbers listed below.

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
            	1.	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            


    

     

     

    
      	
            	2.	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

    
      	
            	3.	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	4-12.	
              Complete
                as applicable. Required
                documentation:

            


    

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and
      WFB’s approved Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    
      	
            	13.	
              The
                total of lines 1 through 12.

            


    

     

    1.  Credits:
      

     

    
      	
            	14-21.	
              Complete
                as applicable. Required
                documentation:

            


    

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow
      Agent / Attorney

     

    Letter
      of
      Proceeds
      Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental proceeds.

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    
      	
            	23.	
              The
                total derived from subtracting line 22 from 13. If the amount represents
                a
                realized gain, show
                the amount in parenthesis ( ). 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      3A: Calculation
      of Realized Loss/Gain Form 332

    


    Prepared
      by: __________________   Date:
      _______________

    Phone:
      ______________________ Email Address:_____________________

     

    
      	
               

              Servicer
                Loan No.

               

            	 	
               

              Servicer
                Name

               

            	 	
               

              Servicer
                Address 

               

               

               

               

            


    

     

    


     

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

    Liquidation
      Type: REO Sale  
      3rd
      Party Sale  Short
      Sale Charge
      Off 

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes    No

     

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

    

      
        	
                Liquidation
                  and Acquisition Expenses:

              	 	 	 
	
                (1

              	
                )

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                 $

              	
                (1

              	
                )

              
	
                (2

              	
                )

              	
                Interest
                  accrued at Net Rate

              	 	
                (2

              	
                )

              
	
                (3

              	
                )

              	
                Accrued
                  Servicing Fees

              	 	
                (3

              	
                )

              
	
                (4

              	
                )

              	
                Attorney's
                  Fees

              	 	
                (4

              	
                )

              
	
                (5

              	
                )

              	
                Taxes
                  (see page 2)

              	 	
                (5

              	
                )

              
	
                (6

              	
                )

              	
                Property
                  Maintenance

              	 	
                (6

              	
                )

              
	
                (7

              	
                )

              	
                MI/Hazard
                  Insurance Premiums (see page 2)

              	 	
                (7

              	
                )

              
	
                (8

              	
                )

              	
                Utility
                  Expenses

              	 	
                (8

              	
                )

              
	
                (9

              	
                )

              	
                Appraisal/BPO

              	 	
                (9

              	
                )

              
	
                (10)
                  Property Inspections

              	 	
                (10

              	
                )

              
	
                (11)
                  FC Costs/Other Legal Expenses

              	 	
                (11

              	
                )

              
	
                (12)
                  Other (itemize)

              	 	
                (12

              	
                )

              
	 	 	
                Cash
                  for Keys__________________________

              	 	
                (12

              	
                )

              
	 	 	
                HOA/Condo
                  Fees_______________________

              	 	
                (12

              	
                )

              
	 	 	 	 	
                (12

              	
                )

              
	 	 	
                 Total
                  Expenses

              	
                 $

              	
                (13

              	
                )

              
	
                Credits:

              	 	 	 
	
                (14)
                  Escrow Balance

              	
                 $

              	
                (14

              	
                )

              
	
                (15)
                  HIP Refund

              	 	
                (15

              	
                )

              
	
                (16)
                  Rental Receipts

              	 	
                (16

              	
                )

              
	
                (17)
                  Hazard Loss Proceeds

              	 	
                (17

              	
                )

              
	
                (18)
                  Primary Mortgage Insurance / Gov’t Insurance

              	 	
                (18

              	
                a)

              
	
                HUD
                  Part A

              	 	 	 
	 	 	 	 	
                (18

              	
                b)

              
	
                HUD
                  Part B

              	 	 	 
	
                (19)
                  Pool Insurance Proceeds

              	 	
                (19

              	
                )

              
	
                (20)
                  Proceeds from Sale of Acquired Property

              	 	
                (20

              	
                )

              
	
                (21)
                  Other (itemize)

              	 	
                (21

              	
                )

              
	 	 	 	 	
                (21

              	
                )

              
	 	 	
                Total
                  Credits

              	
                $

              	
                ________________

              	
                (22

              	
                )

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $

              	
                ________________

              	
                (23

              	
                )

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Escrow
      Disbursement Detail

    


    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      4

    


    STANDARD
      FILE LAYOUT- MASTER SERVICING

    
       

      Standard
        File Layout - Master Servicing 

      
        	
                Column
                  Name

              	
                Description

              	
                Decimal

              	
                Format
                  Comment

              	
                Max
                  Size

              
	
                SER_INVESTOR_NBR

              	
                A
                  value assigned by the Servicer to define a group of loans.

              	
                 

              	
                Text
                  up to 10 digits

              	
                20

              
	
                LOAN_NBR

              	
                A
                  unique identifier assigned to each loan by the investor.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                SERVICER_LOAN_NBR

              	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR.

              	
                 

              	
                Text
                  up to 10 digits

              	
                10

              
	
                BORROWER_NAME

              	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	
                 

              	
                Maximum
                  length of 30 (Last, First)

              	
                30

              
	
                SCHED_PAY_AMT

              	
                Scheduled
                  monthly principal and scheduled interest payment that a borrower
                  is
                  expected to pay, P&I constant.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NOTE_INT_RATE

              	
                The
                  loan interest rate as reported by the Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                NET_INT_RATE

              	
                The
                  loan gross interest rate less the service fee rate as reported
                  by the
                  Servicer.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_RATE

              	
                The
                  servicer's fee rate for a loan as reported by the Servicer.
                  

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                SERV_FEE_AMT

              	
                The
                  servicer's fee amount for a loan as reported by the Servicer.
                  

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_PAY_AMT

              	
                The
                  new loan payment amount as reported by the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NEW_LOAN_RATE

              	
                The
                  new loan rate as reported by the Servicer. 

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ARM_INDEX_RATE

              	
                The
                  index the Servicer is using to calculate a forecasted
                  rate.

              	
                4

              	
                Max
                  length of 6

              	
                6

              
	
                ACTL_BEG_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the beginning of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_END_PRIN_BAL

              	
                The
                  borrower's actual principal balance at the end of the processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                BORR_NEXT_PAY_DUE_DATE

              	
                The
                  date at the end of processing cycle that the borrower's next payment
                  is
                  due to the Servicer, as reported by Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                SERV_CURT_AMT_1

              	
                The
                  first curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Standard File Layout - Master
        Servicing  

      
        	
                SERV_CURT_DATE_1

              	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_1

              	
                The
                  curtailment interest on the first curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_2

              	
                The
                  second curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_2

              	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_
                  AMT_2

              	
                The
                  curtailment interest on the second curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_AMT_3

              	
                The
                  third curtailment amount to be applied.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SERV_CURT_DATE_3

              	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                CURT_ADJ_AMT_3

              	
                The
                  curtailment interest on the third curtailment amount, if
                  applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_AMT

              	
                The
                  loan "paid in full" amount as reported by the Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PIF_DATE

              	
                The
                  paid in full date as reported by the Servicer.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                 

              	
                 

              	
                 

              	
                Action
                  Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                  65=Repurchase,70=REO 

              	
                2

              
	
                ACTION_CODE

              	
                The
                  standard FNMA numeric code used to indicate the default/delinquent
                  status
                  of a particular loan.

              
	
                INT_ADJ_AMT

              	
                The
                  amount of the interest adjustment as reported by the
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SOLDIER_SAILOR_ADJ_AMT

              	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                NON_ADV_LOAN_AMT

              	
                The
                  Non Recoverable Loan Amount, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                LOAN_LOSS_AMT

              	
                The
                  amount the Servicer is passing as a loss, if applicable.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_BEG_PRIN_BAL

              	
                The
                  scheduled outstanding principal amount due at the beginning of
                  the cycle
                  date to be passed through to investors.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_END_PRIN_BAL

              	
                The
                  scheduled principal balance due to investors at the end of a processing
                  cycle.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                SCHED_PRIN_AMT

              	
                The
                  scheduled principal amount as reported by the Servicer for the
                  current
                  cycle -- only applicable for Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Standard File Layout - Master
        Servicing  

      
        	
                SCHED_NET_INT

              	
                The
                  scheduled gross interest amount less the service fee amount for
                  the
                  current cycle as reported by the Servicer -- only applicable for
                  Scheduled/Scheduled Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_PRIN_AMT

              	
                The
                  actual principal amount collected by the Servicer for the current
                  reporting cycle -- only applicable for Actual/Actual
                  Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                ACTL_NET_INT

              	
                The
                  actual gross interest amount less the service fee amount for the
                  current
                  reporting cycle as reported by the Servicer -- only applicable
                  for
                  Actual/Actual Loans.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  AMT

              	
                The
                  penalty amount received when a borrower prepays on his loan as
                  reported by
                  the Servicer. 

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                PREPAY_PENALTY_
                  WAIVED

              	
                The
                  prepayment penalty amount for the loan waived by the
                  servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                MOD_DATE

              	
                The
                  Effective Payment Date of the Modification for the loan.

              	
                 

              	
                MM/DD/YYYY

              	
                10

              
	
                MOD_TYPE

              	
                The
                  Modification Type.

              	
                 

              	
                Varchar
                  - value can be alpha or numeric

              	
                30

              
	
                DELINQ_P&I_ADVANCE_AMT

              	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	
                2

              	
                No
                  commas(,) or dollar signs ($)

              	
                11

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      5

    


    STANDARD
      FILE LAYOUT- SIMPLE INTEREST MORTGAGE LOANS

     

    
      
        	
                FldName

              	
                FldType

              	
                FldSize

              	
                PositionOffset

              	
                Comments

              
	 	 	 	 	 
	
                Loan_Nbr

                 

              	
                Text

                 

              	
                10

                 

              	
                (1:10)

                 

              	
                REQUIRED.
                  This is the loan Number as reported to the Investor. Data is left
                  justified - retaining any leading zeros that are part of the loan
                  number.

              
	 	 	 	 	 
	
                Svc_Seq_Num

                 

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

                 

              	
                3

                 

                 

                 

                 

                 

                 

              	
                (11:13)
                  

                 

                 

                 

                 

                 

                 

              	
                Servicer's
                  Sequence Number - for each loan the transactions within the reporting
                  period are assigned a sequence number indicating the order in which
                  they
                  were processed. For example, the first transaction for each loan
                  would
                  have sequence number 1. The next transaction, if any, for that
                  loan would
                  have sequence number 2, and so on. Data is right justified and
                  may or may
                  not have leading zeros.

              
	 	 	 	 	 
	
                Trans_Code

                 

              	
                Text

                 

              	
                6

                 

              	
                (14:19)

                 

              	
                This
                  is the servicer's transaction code as generated by its accounting
                  system.
                  If supplied, the data is right justified and may or may not have
                  leading
                  zeros.

              
	 	 	 	 	 
	
                Trans_Amt

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

                 

                 

                 

              	
                11

                 

                 

                 

                 

                 

                 

                 

                 

              	
                (20:30)
                  

                 

                 

                 

                 

                 

                 

                 

                 

              	
                REQUIRED.
                  This is the transaction amount for the transaction being reported.
                  This is
                  not necessarily the same amount as the P&I constant, reported
                  elsewhere in this file. The data is right justified and may or
                  may not
                  have leading zeros. The data will have 2 decimal places which are
                  implied.
                  If the amount is negative, the negative sign must immediately precede
                  the
                  first value in the number. If no transaction took place in the
                  reporting
                  period, this field should be filled with zeros(0).

              
	 	 	 	 	 
	
                Last_Pay_Eff_Dt

              	
                Text

              	
                8

              	
                (31:38)

              	
                This
                  is the last effective payment date for the current transaction.
                  The format
                  should be YYYYMMDD.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                FldName

              	
                FldType

              	
                FldSize

              	
                PositionOffset

              	
                Comments

              
	 	 	 	 	 
	
                Curr_Pay_Eff_Dt

                 

                 

                 

              	
                Text

                 

                 

                 

              	
                8

                 

                 

                 

              	
                (39:46)
                  

                 

                 

                 

              	
                REQUIRED.
                  This is the effective payment date of the current transaction.
                  If the
                  Trans_Amt for this transaction is zero, this date will be the same
                  as the
                  Last_Pay_Eff_Dt. The format should be YYYYMMDD.

              
	 	 	 	 	 
	
                Beg_Act_Prin_Bal

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

              	
                11

                 

                 

                 

                 

              	
                (47:57)
                  

                 

                 

                 

                 

              	
                This
                  will be the beginning actual principal balance for the current
                  transaction. The data is right justified and may or may not have
                  leading
                  zeros. The data will have 2 decimal places which are implied. If
                  the
                  amount is negative, the negative sign must immediately precede
                  the first
                  value in the number.

              
	 	 	 	 	 
	
                Beg_Accr_Int_Recvd

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

              	
                11

                 

                 

                 

                 

                 

              	
                (58:68)
                  

                 

                 

                 

                 

                 

              	
                This
                  is the beginning balance of accrued interest that is unpaid before
                  processing the current transaction. The data is right justified
                  and may or
                  may not have leading zeros. The data will have 2 decimal places
                  which are
                  implied. If the amount is negative, the negative sign must immediately
                  precede the first value in the number.

              
	 	 	 	 	 
	
                Curr_Int_Accr

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

              	
                11

                 

                 

                 

                 

              	
                (69:79)
                  

                 

                 

                 

                 

              	
                This
                  is the current interest accrual for this transaction. The data
                  is right
                  justified and may or may not have leading zeros. The data will
                  have 2
                  decimal places which are implied. If the amount is negative, the
                  negative
                  sign must immediately precede the first value in the
                  number.

              
	
                Applied_Int_Amt

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

              	
                11

                 

                 

                 

                 

              	
                (80:90)
                  

                 

                 

                 

                 

              	
                This
                  is that portion of the transaction amount that is applied against
                  accrued
                  interest. The data is right justified and may or may not have leading
                  zeros. The data will have 2 decimal places which are implied. If
                  the
                  amount is negative, the negative sign must immediately precede
                  the first
                  value in the number.

              
	 	 	 	 	 
	
                End_Accr_Int_Recv

                 

                 

                 

                 

                 

              	
                Tex

                 

                 

                 

                 

                 

                t

              	
                11

                 

                 

                 

                 

                 

              	
                (91:101)

                 

                 

                 

                 

                 

              	
                REQUIRED.
                  This is the ending balance of accrued interest remaining unpaid
                  after the
                  current transaction is processed. The data is right justified and
                  may or
                  may not have leading zeros. The data will have 2 decimal places
                  which are
                  implied. If the amount is negative, the negative sign must immediately
                  precede the first value in the number.

              
	 	 	 	 	 
	
                Applied_Princ_Amt

              	
                Text

              	
                11

              	
                (102:112)

              	
                This
                  is that portion of the transaction amount that is being applied
                  against
                  principal when this transaction is processed. The data is right
                  justified
                  and may or may not have leading zeros. The data will have 2 decimal
                  places
                  which are implied. If the amount is negative, the negative sign
                  must
                  immediately precede the first value in the number.

              
	 	 	 	 	 
	
                End_Act_Princ_Bal

              	
                Text

              	
                11

              	
                (113:123)

              	
                REQUIRED.
                  This is the ending actual principal balance remaining after the
                  current
                  transaction is processed. The data is right justified and may or
                  may not
                  have leading zeros. The data will have 2 decimal places which are
                  implied.
                  If the amount is negative, the negative sign must immediately precede
                  the
                  first value in the number.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                FldName

              	
                FldType

              	
                FldSize

              	
                PositionOffset

              	
                Comments

              
	 	 	 	 	 
	
                Sched_Secur_Int

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                (124:132)

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                For
                  Scheduled / Actual deals where the servicer is passing through
                  scheduled
                  interest each period, this is the gross scheduled security interest
                  due
                  from servicer. For these kinds of deals this amount is to be supplied
                  whether or not a payment is being reported. When more than one
                  transaction
                  is being reported on a loan, this field would be populated only
                  for the
                  transaction with sequence number 1. The data is right justified
                  and may or
                  may not have leading zeros. The data will have 2 decimal places
                  which are
                  implied. If the amount is negative, the negative sign must immediately
                  precede the first value in the number.

              
	 	 	 	 	 
	
                Serv_Fee_Amt

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

              	
                (133:141)
                  

                 

                 

                 

                 

                 

              	
                This
                  is the dollar amount of the servicer's fee associated with the
                  current
                  transaction only (each transaction may have a Serv_Fee_Amt associated
                  with
                  it). The data is right justified and may or may not have leading
                  zeros.
                  The data will have 2 decimal places which are implied. If the amount
                  is
                  negative, the negative sign must immediately precede the first
                  value in
                  the number.

              
	 	 	 	 	 
	
                Beg_Defer_Bal

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

              	
                (142:150)
                  

                 

                 

                 

                 

              	
                This
                  is the beginning balance of the deferred amount (if any) for the
                  current
                  transaction. The data is right justified and may or may not have
                  leading
                  zeros. The data will have 2 decimal places which are implied. If
                  the
                  amount is negative, the negative sign must immediately precede
                  the first
                  value in the number.

              
	 	 	 	 	 
	
                Chg_Defer_Bal

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

              	
                (151:159)
                  

                 

                 

                 

                 

                 

              	
                This
                  is that portion of the transaction amount for the current transaction
                  that
                  is applied to the deferred amount. The data is right justified
                  and may or
                  may not have leading zeros. The data will have 2 decimal places
                  which are
                  implied. If the amount is negative, the negative sign must immediately
                  precede the first value in the number.

              
	 	 	 	 	 
	
                End_Defer_Bal

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

              	
                (160:168)
                  

                 

                 

                 

                 

                 

              	
                REQUIRED.
                  This is the ending balance of the deferred amount after the current
                  transaction is processed. The data is right justified and may or
                  may not
                  have leading zeros. The data will have 2 decimal places which are
                  implied.
                  If the amount is negative, the negative sign must immediately precede
                  the
                  first value in the number.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                FldName

              	
                FldType

              	
                FldSize

              	
                PositionOffset

              	
                Comments

              
	 	 	 	 	 
	
                Net_Int_Exc_Short

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                (169:177)
                  

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Net
                  Simple Interest Excess / Shortfall is the difference between the
                  net
                  interest actually received by the servicer and the net interest
                  passed
                  through to the Investors with respect to current transaction (which
                  is not
                  a payment in full). The data is right justified and may or may
                  not have
                  leading zeros. The data will have 2 decimal places which are implied.
                  If
                  the amount is negative, the negative sign must immediately precede
                  the
                  first value in the number. Note, if this field is populated, then
                  the
                  fields <Prepay_Int_Exc_Short> and <Net_Int_Advance> will be
                  zero-filled. Only one of these three fields should contain a
                  value.

              
	 	 	 	 	 
	
                Prepay_Int_Exc_Short

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                (178:186)
                  

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Prepayment
                  Interest Excess / Shortfall is the difference between the net interest
                  actually received by the servicer and the net interest passed through
                  to
                  the Investors with respect to current transaction (which is a payment
                  in
                  full). The data is right justified and may or may not have leading
                  zeros.
                  The data will have 2 decimal places which are implied. If the amount
                  is
                  negative, the negative sign must immediately precede the first
                  value in
                  the number. Note, if this field is populated, then the fields
                  <Net_Int_Exc_Short> and <Net_Int_Advance> will be zero-filled.
                  Only one of these three fields should contain a value.

              
	 	 	 	 	 
	
                Net_Int_Advance

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                (187:195)
                  

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                Net
                  Interest Advance is the difference between the net interest actually
                  received by the servicer and the net interest passed through to
                  the
                  Investors for those loans on which no payment has be received during
                  the
                  reporting period. The data is right justified and may or may not
                  have
                  leading zeros. The data will have 2 decimal places which are implied.
                  If
                  the amount is negative, the negative sign must immediately precede
                  the
                  first value in the number. Note, if this field is populated, then
                  the
                  fields <Prepay_Int_Exc_Short> and <Net_Int_Exc_Short> will be
                  zero-filled. Only one of these three fields should contain a
                  value.

              
	 	 	 	 	 
	
                Borr_Next_Due_Dt

              	
                Text

              	
                8

              	
                (196:203)

              	
                REQUIRED.
                  This is the borrower's next payment due date. The format should
                  be
                  YYYYMMDD.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                FldName

              	
                FldType

              	
                FldSize

              	
                PositionOffset

              	
                Comments

              
	 	 	 	 	 
	
                Borr_Name

              	
                Text

              	
                30

              	
                (204:233)
                  

              	
                This
                  is the borrower's name. If possible, please supply as LastName
                  followed by
                  as much of the first name as will fit ("Smith, John"). The data
                  should be
                  left justified.

              
	 	 	 	 	 
	
                Pi_Pay_Amt

                 

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

                 

              	
                9

                 

                 

                 

                 

                 

              	
                (234:242)
                  

                 

                 

                 

                 

                 

              	
                This
                  is the P&I constant payment required under the note. This amount may
                  or may not be the same as the amount reported in the <Trans_Amt>
                  field. The data is right justified and may or may not have leading
                  zeros.
                  The data will have 2 decimal places which are implied. If the amount
                  is
                  negative, the negative sign must immediately precede the first
                  value in
                  the number.

              
	 	 	 	 	 
	
                Gross_Note_Rate

                 

                 

              	
                Text

                 

                 

              	
                6

                 

                 

              	
                (243:248)
                  

                 

                 

              	
                This
                  is the current gross loan rate in effect for the current transaction.
                  The
                  data is right justified and may or may not have leading zeros.
                  The data
                  will have 4 decimal places which are implied.

              
	 	 	 	 	 
	
                Serv_Fee_Rate

                 

                 

                 

                 

              	
                Text

                 

                 

                 

                 

              	
                6

                 

                 

                 

                 

              	
                (249:254)
                  

                 

                 

                 

                 

              	
                This
                  is the servicer's fee rate, if fee is expressed as a rate rather
                  than as a
                  fixed amount. The data is right justified and may or may not have
                  leading
                  zeros. The data will have 4 decimal places which are implied. If
                  the
                  amount is negative, the negative sign must immediately precede
                  the first
                  value in the number.

              
	 	 	 	 	 
	
                Action_Code

              	
                Text

              	
                3

              	
                (255:257)

              	
                This
                  will be the servicer's reported Action Code. If the code is supplied
                  the
                  data should be left justified.

              
	 	 	 	 	 
	
                Reversal_Flag

                 

              	
                Text

                 

              	
                1

                 

              	
                (258:258)

                 

              	
                This
                  field will Indicate whether the transaction reported is a reversal.
                  "Y"
                  will indicate a reversal. Any other value indicates that the transaction
                  is not a reversal.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6

    


    SERVICING
      ADVANCE SCHEDULE

    


    [LOAN
      NUMBER] [PRE-CUT-OFF
      DATE ADVANCE
      AMOUNT]

    


    (AVAILABLE
      UPON REQUEST)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      7

    


    SCHEDULED
      MORTGAGE LOANS AS OF THE CUT-OFF DATE

    


    (AVAILABLE
      UPON REQUEST)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      7

    


    WAMU
      P&I ADVANCES

    


    (AVAILABLE
      UPON REQUEST)