EX-4.3






Exhibit 4.3




SUBSERVICING AGREEMENT




 




between




 




NATIONAL CITY MORTGAGE SERVICES, INC.

Servicer




 




and




 




NATIONAL CITY BANK

Subservicer




 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I      DEFINITIONS	 	1
	 
	 	Section 1.01	 	Defined Terms	 	1
	ARTICLE II      RETENTION AND AUTHORITY OF SUBSERVICER	 	5
	 
	 	Section 2.01	 	Servicing Standard; Commencement of Servicing Responsibilities	 	5
	 
	 	Section 2.02	 	Subservicing	 	5
	 
	 	Section 2.03	 	Authority of Subservicer	 	5
	ARTICLE III      SERVICES TO BE PERFORMED	 	6
	 
	 	Section 3.01	 	Services as Subservicer	 	6
	 
	 	Section 3.02	 	Portfolio Manager	 	7
	 
	 	Section 3.03	 	Maintenance of Errors and Omissions and Fidelity Coverage	 	7
	 
	 	Section 3.04	 	Delivery and Possession of Servicing Files	 	7
	 
	 	Section 3.05	 	Exchange Act Reporting Regulation AB Compliance	 	7
	ARTICLE IV      SUBSERVICER’S COMPENSATION AND EXPENSES	 	9
	 
	 	Section 4.01	 	Subservicing Compensation	 	9
	ARTICLE V      THE SERVICER AND THE SUBSERVICER	 	9
	 
	 	Section 5.01	 	Assignment; Merger or Consolidation of the Subservicer; Resignation	 	9
	 
	 	Section 5.02	 	Liability and Indemnification of the Subservicer and the Servicer	 	10
	 
	 	Section 5.03	 	Representations and Warranties	 	11
	ARTICLE VI      EVENTS OF DEFAULT	 	12
	 
	 	Section 6.01	 	Events of Default	 	12
	 
	 	Section 6.02	 	Trustee or Servicer to Act; Appointment of Successor	 	14
	 
	 	Section 6.03	 	Waiver of Defaults	 	14
	ARTICLE VII      RESIGNATION; TERMINATION	 	15
	 
	 	Section 7.01	 	Termination	 	15
	 
	 	Section 7.02	 	Termination Without Cause	 	15
	ARTICLE VIII      MISCELLANEOUS PROVISIONS	 	15
	 
	 	Section 8.01	 	Entire Agreement; Amendment	 	15
	 
	 	Section 8.02	 	Governing Law and Submission to Jurisdiction	 	15






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Page
	 
	 	 	 	 	 	 
	 
	 	Section 8.03	 	Duration of Agreement	 	16
	 
	 	Section 8.04	 	Notices	 	16
	 
	 	Section 8.05	 	Severability of Provisions	 	16
	 
	 	Section 8.06	 	Relationship of Parties	 	16
	 
	 	Section 8.07	 	Execution:  Successors and Assigns	 	17
	 
	 	Section 8.08	 	Waiver of Trial by Jury	 	17
	 
	 	Section 8.09	 	Confidentiality and Data Security	 	17
	 
	 	Section 8.10	 	Survival	 	18
	 
	 	Section 8.11	 	Media Releases	 	18
	 
	 	Section 8.12	 	Force Majeure	 	18






 









 






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     THIS SUBSERVICING AGREEMENT (this “Agreement”) is made effective as of October 1, 2008 by and
between NATIONAL CITY MORTGAGE SERVICES, INC., a Delaware corporation (together with its successors
and assigns, the “Servicer”), and NATIONAL CITY BANK, a national banking association (together with
its successors and assigns permitted under this Agreement, the “Subservicer”).



RECITALS




     The following Recitals are made pursuant to this Agreement:



     A. Pursuant to each of the agreements, as amended or supplemented and identified on Schedule A
hereto (collectively, the “Servicing Agreements” and each, individually, a “Servicing Agreement”),
the Servicer services the Mortgage Loans (as defined below) for certain purchasers and their
assignees.



     B. Owners of Mortgage Loans sold certain Mortgage Loans serviced by the Servicer under the
Servicing Agreements to certain other investors and pursuant to various assignment, assumption and
recognition agreements or other reconstitution agreements (collectively, the “AAR Agreements”), in
connection with the transactions identified on Schedule B hereto.



     C. In addition to the servicing conducted under the Servicing Agreements (as assigned by the
AAR Agreements), the Servicer also services and administers Mortgage Loans pursuant to mortgage
loan purchase and servicing agreements for certain purchasers identified on Schedule C hereto.



     D. The Servicing Agreements, as assigned by the relevant AAR Agreements (if any), and the
servicing agreements on behalf of the Additional Investors are hereinafter referred to as the
“Servicing Arrangements”.



     E. The Servicer and the Subservicer desire to enter into an agreement whereby the Subservicer
shall perform the Servicer’s servicing responsibilities under the Servicing Arrangements.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Servicer and the Subservicer hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01 Defined Terms. 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. The following capitalized terms
have the respective meanings set forth below:



 









 





     “Accepted Subservicing Practices”: As defined in Section 2.01.



     “Accounts”: All accounts maintained by the Subservicer under this Agreement on behalf of the
Servicer pursuant to the Servicer’s obligations under the Servicing Agreements.



     “Additional Subservicing Compensation”: As defined in Section 4.01.



     “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.



     “Agreement”: This Subservicing Agreement, as amended, modified, supplemented or restated by
the parties from time to time.



     “Ancillary Income”: All fees derived from the Mortgage Loans, other than Subservicing Fees
and prepayment fees, including but not limited to, late charges, fees received with respect to
checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, loss
mitigation incentives, optional insurance administrative fees and all other incidental fees and
charges including REO Disposition Fees.



     “Business Day”: As defined in each Servicing Agreement, respectively, or with respect to the
Additional Investors, any day other than a Saturday, Sunday, or federal holiday.



     “Closing Date”: October 1, 2008.



     “Commission”: The Securities and Exchange Commission or any successor thereto.



     “Confidential Information”: All information (whether in written, oral or graphic form,
electronically stored or otherwise) provided by a party hereto (the “Disclosing Party”) to the
other party hereto (the “Recipient”) in connection with this Agreement, including without
limitation: servicing practices; information regarding the origination or servicing of the
Mortgage Loans; the credit files relating to the Mortgage Loans; all technical and non-technical
data; formulae; patterns; compilations; programs; software; devices; methods; techniques; designs;
drawings; processes; business practices; plans or proposals; financial information; Nonpublic
Personal Information; information relating to actual or potential customers or suppliers; sales and
marketing information; training and operations materials; and pricing and other financial
information relating to the business or affairs of the Disclosing Party. “Confidential
Information” shall not include any information that: (a) enters the public domain other than by
the Recipient in breach of this Agreement; (b) is known by the Recipient at the time it is
disclosed, as shown by Recipient’s records provided the source of such information was not known or
reasonably suspected by the Recipient to be bound by a confidentiality agreement or other
contractual, legal or fiduciary obligation to the Disclosing Party with respect to such
information; (c) is independently developed by the Recipient at any time, as shown by Recipient’s
records; (d) is rightfully obtained by the Recipient from a source other than the Disclosing Party
who to the knowledge of the Recipient does not have a contractual, legal or



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fiduciary obligation of confidentiality to the Disclosing Party; or (e) the Disclosing Party
agrees in advance in writing does not constitute Confidential Information.



     “Depositor”: As defined in Regulation AB.



     “Event of Default”: As defined in Section 6.01.



     “Exchange Act”: The Securities Exchange Act of 1934, as amended from time to time.



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



     “FHA”: Federal Housing Administration, United States Department of Housing and Urban
Development.



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



     “Guidelines”: Collectively, the Interagency Guidelines Establishing Standards for
Safeguarding Customer Information published in final form on February 1, 2001, 66 Fed. Reg. 8616,
and the rules promulgated thereunder, as amended from time to time, including, without limitation,
the Interagency Guidance on Response Programs for Unauthorized Access to Customer Information and
Customer Notice issued in March of 2005.



     “Master Servicer”: As defined by the applicable Servicing Agreement or AAR Agreement.



     “Mortgage Loan”: Each of the mortgage loans that are the subject of this Agreement and (a)
are identified in each Servicing Agreement, respectively, or (b) with respect to the Additional
Investors, each of the mortgage loans being serviced by Servicer for such Additional Investors.



     “Nonpublic Personal Information”: Nonpublic information relating to mortgagors of the
Mortgage Loans, including, without limitation, names, addresses, telephone numbers, e-mail
addresses, social security numbers, credit information, account numbers, account balances or other
account information and lists derived from the foregoing.



     “Officer’s Certificate”: A certificate signed by a Servicing Officer of the Subservicer.



     “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.



     “Purchaser”: each purchaser of Mortgage Loans identified as such under a Servicing
Arrangement.



     “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



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(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (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.



     “REO Disposition”: The final sale by the Subservicer of any REO Property.



     “REO Disposition Fee”: A servicing fee of $                payable to the Subservicer at either
liquidation of REO Property or at termination of servicing on an REO Property for reasons other
than default by the Subservicer.



     “REO Property”: Property securing a Mortgage Loan acquired by the Subservicer pursuant to
this Agreement through foreclosure or by deed in lieu of foreclosure.



     “Representative”: With respect to a party hereto, such party’s officer’s directors, employees
or agents.



     “Sarbanes-Oxley Certification”: The Exchange Act certification so designed under a Servicing
Arrangement.



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



     “Servicer”: As defined in the first paragraph of this Agreement.



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



     “Servicing Officer”: Any officer and/or employee of the Subservicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Subservicer to the Servicer on
the Closing Date as such list may be amended from time to time thereafter.



     “Subservicer”: As defined in the first paragraph of this Agreement.



     “Subservicer Remittance Date”: Each date defined in each Servicing Agreement as the
Remittance Date, or, if such defined term is not used, each date upon which payment is to be made
by Servicer to the other party or parties to the applicable Servicing Agreement or to the
Additional Investors.



     “Subservicing Fee and Expenses ”: As agreed from time to time between the parties hereto.



     “Subservicing File”: With respect to each Mortgage Loan, all documents, information and
records relating to such Mortgage Loan that are necessary or appropriate to enable the Subservicer
to perform its obligations under this Agreement and any additional documents or information related
thereto maintained or created in any form by the Subservicer, including all analysis, working
papers, inspections reports, written communications with any mortgagor of a Mortgage Loan or other
Person, and all other information collected from or concerning any



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mortgagor of a Mortgage Loan or the related property securing a Mortgage Loan in the
Subservicer’s possession.



     “Trustee”: as defined in Regulation AB.



ARTICLE II




RETENTION AND AUTHORITY OF SUBSERVICER




     Section 2.01 Servicing Standard; Commencement of Servicing Responsibilities. The
Servicer hereby engages the Subservicer to perform, and the Subservicer hereby agrees to perform,
the servicing duties and obligations of the Servicer under each of the Servicing Arrangements with
respect to the Mortgage Loans throughout the term of, and upon and subject to the terms, covenants
and provisions of, this Agreement. The Subservicer shall service and administer the Mortgage Loans
pursuant to this Agreement for the benefit of the Servicer and the Investors in accordance with (i)
laws and regulations applicable to the servicing of the Mortgage Loans by a national bank,
including servicing and collection practices from time to time in effect in accordance with the
guidelines enforced by the Office of the Comptroller of the Currency, (ii) the reasonable
directions and instructions of the Servicer or its assignees (including the forms and report
formats reasonably requested by the Servicer), and (iii) all requirements pertaining to the
performance of such services under each Servicing Arrangement, respectively (“Accepted Subservicing
Practices”).



     Section 2.02 Authority of Subservicer. (a)Except as otherwise provided in this
Agreement and subject to the terms of this Agreement and the Servicer’s limitations of authority as
Servicer under each Servicing Arrangement, respectively, in performing its obligations under this
Agreement, the Subservicer shall have full power and authority to take any and all actions in
connection with such obligations that it deems necessary or appropriate.



     (b) The Subservicer shall take any action that is directed by the Servicer and that relates to
the Subservicer’s obligations under this Agreement; provided, however, that the Subservicer shall
not be obligated to take any such action to the extent that the Subservicer determines in its
reasonable discretion that such action may cause (i) a violation of applicable laws, court orders
or restrictive covenants with respect to any Mortgage Loan or property securing any Mortgage Loan,
or (ii) a violation of any term or provision of a Mortgage Loan or of any Servicing Agreement.



ARTICLE III




SERVICES TO BE PERFORMED




     Section 3.01 Services as Subservicer. With respect to each Mortgage Loan, the
Subservicer shall, in accordance with the Accepted Subservicing Practices, perform the following
servicing activities on behalf of the Servicer:



     (a) The Subservicer shall, subject to the limitations and restrictions on its authority
otherwise set forth in this Agreement, perform the duties and obligations with respect to the



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Mortgage Loans that the Servicer is required to perform under the Servicing Arrangement;
provided, however, that:




     (i) the creation of any Account shall be done in accordance with the provisions of the
Servicing Arrangement applicable to the Mortgage Loan for which each such Account is
established;




     (ii) the Subservicer may invest the funds in the Accounts on the same terms as the
Servicer may invest funds under the Servicing Arrangement applicable to the Mortgage Loans
for which the Account in question was established;




     (iii) all notices, information, reports, certifications and other documentation that
are required under each Servicing Agreement to be provided by the Servicer shall be provided
by the Subservicer to the Servicer (or as otherwise directed by the Servicer) within the
time set forth in this Agreement (or if no such time is set forth, within the time in which
the Servicer is required, under the applicable Servicing Agreement, to deliver such item to
the applicable Person); and




     (iv) the Subservicer agrees to the representations, warranties, covenants and
agreements required of it under each Servicing Arrangement;



     (b) On each Subservicer Remittance Date, the Subservicer shall remit as directed by the owners
of the Mortgage Loans or their representative such amounts as are determined in accordance with
each Servicing Arrangement, all at the times and in the manner specified in each such Servicing
Arrangement. If so permitted, each of the foregoing remittances of funds may be net of any fees,
reimbursed expenses and advances and other compensation due and payable to the Servicer under the
applicable Servicing Arrangement.



     (c) On each Subservicer Remittance Date, the Subservicer shall remit to the Servicer such
amounts as are determined in accordance with each Servicing Agreement to be the fees and other
compensation owing to Servicer under the applicable Servicing Arrangement. Each of the foregoing
remittances of funds may be net of the Subservicing Fees and Expenses due and payable to the
Subservicer under this Agreement.



     (d) The Subservicer shall provide the Servicer with such reports and other information (in the
Subservicer’s possession or to the extent readily obtainable and as reasonably requested by the
Servicer) with respect to the servicing of the Mortgage Loans by the Subservicer under this
Agreement in order for the Servicer to perform its duties under the Servicing Arrangements.



     Section 3.02 Portfolio Manager. (a) The Subservicer shall designate a portfolio
manager and other appropriate personnel to receive documents and communications from the Servicer
and to provide assistance to the Servicer.



     (b) The Servicer shall designate a portfolio manager and other appropriate personnel to
receive documents and communications from the Subservicer and to provide to the Subservicer
information, materials and correspondence relating to the Mortgage Loans and the



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related borrowers which may be necessary or appropriate to enable the Subservicer to perform
its obligations under this Agreement.



     Section 3.03 Maintenance of Errors and Omissions and Fidelity Coverage. The
Subservicer shall obtain and maintain with responsible companies, at its own expense, and keep in
full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors
and omissions insurance policy that meets the requirements of Fannie Mae and Freddie Mac, with
broad coverage on all of the Subservicer’s officers, employees and agents acting on behalf of the
Subservicer in connection with its activities under this Agreement. The minimum coverage under any
such bond and insurance policy shall be acceptable to Fannie Mae and Freddie Mac, as applicable.
Upon request of the Servicer, the Subservicer shall deliver or cause to be delivered to the
Servicer a certificate of insurance or other evidence of such fidelity bond and insurance.



     Section 3.04 Delivery and Possession of Servicing Files. (a)The Subservicer hereby
acknowledges possession of the Subservicing Files. The Subservicer’s possession of the contents of
each Subservicing File is for the sole purpose of servicing the related Mortgage Loan, and such
possession by the Subservicer shall be in a custodial capacity only. The Subservicer shall release
its custody of the contents of any Subservicing File upon request of the Servicer, and shall
deliver to the Servicer (or as otherwise directed by the Servicer) the requested Subservicing File
or a copy of any document contained therein.



     (b) The Subservicer shall provide to each Depositor and each Trustee, access to an officer of
the Subservicer responsible for, and all access to, all records maintained by the Subservicer in
respect of the rights and obligations under the related Servicing Arrangement and access to all
such records. Such access shall be afforded without charge, but only upon reasonable and prior
written request and during normal business hours at the offices of the Subservicer designated by
it.1



     Section 3.05 Exchange Act Reporting Regulation AB Compliance. (a) Generally.
Without limiting any other provision of this Agreement, the Subservicer shall timely observe and
perform each of the duties and obligations that are required to be performed, or that the Servicer
is required to cause or use efforts to cause the Subservicer to perform, under each Servicing
Arrangement. Upon request of Servicer, the Subservicer shall simultaneously deliver to the
Servicer a copy of any report, document or other information delivered by the Subservicer to any
Person in connection with the foregoing.



     Without limiting any other provision of this Section 3.05, the Subservicer shall (i)
reasonably cooperate with the Servicer in connection with all good faith efforts to satisfy
applicable reporting requirements under the Exchange Act, (ii) upon the request of the Servicer,
promptly provide any information in its possession as is necessary or appropriate to prepare fully
and properly any applicable report required under the terms of any Servicing Arrangement and under
the Exchange Act in accordance with the Securities Act, the Exchange Act and the rules and
regulations promulgated thereunder, (iii) provide the reports, certifications and other information
to facilitate compliance with the Securities Act, the Exchange Act, and any





 




			
	1	 	Required per Section 6.05 of CMLTI 2004-NCM1 and CMLTI 2004-NCM2.




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Sarbanes-Oxley Certification, and (iv) if the Subservicer is terminated or resigns pursuant
to the terms of this Agreement, provide the reports and certifications (annual or otherwise) and
other information with respect to the period of time that the Subservicer was subject to this
Agreement.



     (b) Sarbanes-Oxley Certification. If required by applicable law and pursuant to the
terms of a Servicing Arrangement, the Subservicer shall deliver to the Servicer (or to such other
Person as directed by Servicer), no later than the date specified in such Servicing Arrangement, a
Sarbanes-Oxley Certification in the form specified in each Servicing Agreement, respectively.



     (c) Annual Compliance Statements. If required by the terms of a Servicing
Arrangement, the Subservicer shall deliver to the Servicer (or to such other Person as directed by
Servicer), no later than the date specified in each Servicing Arrangement, an Officer’s Certificate
satisfying the requirements of each Servicing Arrangement as to compliance with the Servicing
Arrangements.



     (d) Annual Reports on Assessment of Compliance with Servicing Criteria. If required
by the terms of such Servicing Arrangement, the Subservicer shall deliver to the Servicer (or to
such other Person as directed by Servicer), no later than the date specified in such Servicing
Arrangement a report on an assessment of compliance in the form specified in each Servicing
Arrangement. The Servicer (or such other Person as directed by Servicer) shall have the right to
review the report and consult with the Subservicer as to the nature of any material instance of
noncompliance by the Subservicer in the fulfillment of any of the Subservicer’s obligations under
this Agreement.



     (e) Annual Independent Public Accountants’ Attestation. If required pursuant to the
terms of each Servicing Arrangement, the Subservicer shall cause a registered public accounting
firm that is a member of the American Institute of Certified Public Accountants to, no later than
the date specified in each Servicing Arrangement, furnish a report to the Servicer (or to such
other Person as directed by Servicer), in the form specified in such Servicing Arrangement.



     (f) Exchange Act Reporting; Indemnification. The Subservicer shall indemnify and hold
harmless the Servicer, the Servicer’s indemnitees under the Servicing Arrangements and their
respective directors, officers, members, managers, employees, agents and Affiliates (individually,
an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and
other costs and expenses incurred by such Indemnified Party resulting or arising from:




     (i) any untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, accountants’ letter or other material provided under
this Agreement, by or on behalf of the Subservicer (collectively, the “Subservicer
Information”); or




     (ii) the omission or alleged omission to state in the Subservicer Information a
material fact required to be stated in the Subservicer Information or necessary in order to
make the statements therein, in light of the circumstances under which they were made, not
misleading; or



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     (iii) any failure by the Subservicer, if applicable and required of the Subservicer, to
deliver any information, report, certification, accountants’ letter or other material when
and as required under this Agreement; or




     (iv) any breach by the Subservicer of a representation or warranty made by it hereunder
or made in a writing furnished by it hereunder to the extent that such breach is not cured
within any applicable cure period.



     (g) Amendments; This Section 3.05 may be amended by the parties hereto for
purposes of complying with Regulation AB.



ARTICLE IV




SUBSERVICER’S COMPENSATION AND EXPENSES




     Section 4.01 Subservicing Compensation. (a) As compensation for its services
hereunder, to the extent permitted, the Subservicer shall be entitled to withdraw from the
applicable account, as determined under each Servicing Arrangement, or to retain from payments on
the Mortgage Loans, the amount of its Subservicing Fee. The Subservicing Fee shall be payable
periodically at the times servicing fees are payable under the Servicing Arrangement. Additional
servicing compensation in the form of assumption fees, Ancillary Income and REO Disposition Fees
shall be retained by the Subservicer (“Additional Subservicing Compensation”) to the extent
permitted to the Servicer under the Servicing Agreement.



     (b) Servicing advances and expenses, such as those incurred for interest and principal,
property preservation or conducting loss mitigation and loan modification activities, shall be
borne by the Servicer to the extent not reimbursed under a Servicing Arrangement.



ARTICLE V




THE SERVICER AND THE SUBSERVICER




     Section 5.01 Assignment; Merger or Consolidation of the Subservicer; Resignation. (a)
Except for an assignment and assumption resulting from the merger or consolidation of the
Subservicer, into its parent, the Subservicer shall not assign this Agreement or the servicing
rights and obligations under this Agreement without the prior written consent of the Servicer. Any
such assignee, or any such Person into which the Subservicer may be merged or consolidated, or any
entity resulting from any merger or consolidation to which the Subservicer may be a party, or any
Person succeeding to the business of the Subservicer, shall be the successor of the Subservicer
under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer
under this Agreement, without the execution or filing of any paper or any further act on the part
of any party hereto.



     (b) The Subservicer shall not resign without giving the Servicer ninety (90) days prior
written notice thereof under this Agreement; provided, that the Subservicer pays all costs and
expenses in connection with such resignation.



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     Section 5.02 Indemnification. (a) The Servicer shall indemnify and hold harmless the
Subservicer and any Affiliate, shareholder, director, officer, member, manager, partner, agent or
employee of the Subservicer from and against any loss, liability, cost or expense (including
reasonable legal fees and expenses) incurred in connection with any legal action or claim incurred
by reason of the Servicer’s (i) willful misfeasance, bad faith or negligence in the performance of
any of its obligations or duties under this Agreement, (ii) breach of any of its covenants,
obligations or duties under this Agreement or (iii) willful violation of applicable law in the
performance of any of its obligations or duties under this Agreement.



     (b) The Subservicer shall indemnify and hold harmless the Servicer and any applicable
Purchaser, Trustee, Master Servicer and Depositor from and against any loss, liability, penalty,
fine, forfeiture, cost or expense (including reasonable legal fees and expenses) incurred in
connection with any claim or legal action incurred by reason of the Subservicer’s (i) breach of any
representation or warranty made by it in this Agreement, (ii) certification required hereunder
containing any material inaccuracy, (iii) willful misfeasance, bad faith, or negligence in the
performance of any of its obligations or duties under this Agreement, (iv) breach of any of its
covenants, obligations or duties under this Agreement, (v) willful violation of applicable law in
the performance of any of its obligations or duties under this Agreement, (vi) negligent disregard
of its obligations or duties under this Agreement, or (vii) breach of Accepted Subservicing
Practices.



     (c) The indemnification provisions in this Section 5.02 shall survive the termination
of this Agreement.



     Section 5.03 Representations and Warranties. (a) The Subservicer hereby represents,
warrants and covenants to the Servicer that as of the date of this Agreement:




     (i) The Subservicer is a duly organized, validly existing national banking association,
has all licenses necessary to carry on its business as now being conducted and is authorized
to transact business in the state or states in which the real property securing the Mortgage
Loans are situated, to the extent necessary to comply with applicable law, to ensure the
enforceability of each Mortgage Loan, and to perform its obligations under this Agreement;




     (ii) The Subservicer is an approved servicer of residential mortgage loans for Fannie
Mae, Freddie Mac and FHA, with the facilities, procedures, and experienced personnel
necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans.
The Subservicer is in good standing to service mortgage loans for Fannie Mae, Freddie Mac
and FHA and no event has occurred which would make the Subservicer unable to comply with
Fannie Mae, Freddie Mac or FHA eligibility requirements;




     (iii) The execution and delivery of this Agreement by the Subservicer and its
performance under and compliance with the terms of this Agreement will not (A) violate the
Subservicer’s organizational documents, (B) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in a breach
of, any material contract, agreement or other instrument to which the Subservicer



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is a party or by which it is bound or which may be applicable to it or any of its
assets, (C) result in the violation of any law, rule, regulation, order, judgment or decree
binding on the Subservicer, or (D) result in the creation or imposition of any lien, charge,
or encumbrance, which, in the case of (B), (C), or (D) would likely affect materially and
adversely (x) the financial condition or operation of the Subservicer or its properties
taken as a whole, or (y) the ability of the Subservicer to perform its obligations under
this Agreement;




     (iv) The Subservicer has the full power, authority and legal right to execute and
deliver, and to perform all obligations and consummate all transactions involving the
Subservicer contemplated by, this Agreement, and has duly and validly authorized the
execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;




     (v) This Agreement, constitutes a legal, valid and binding obligation of the
Subservicer, enforceable against it in accordance with its terms, except as such enforcement
may be limited by (A) bankruptcy, insolvency, reorganization, liquidation, receivership,
moratorium or other laws relating to or affecting creditors’ rights generally, or (B)
general principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law;




     (vi) No action, proceeding or litigation is pending or, to the best knowledge of the
Subservicer, threatened against the Subservicer, the outcome of which, either in any one
instance or in the aggregate, could (A) prohibit the Subservicer from entering into this
Agreement, (B) materially and adversely affect the ability of the Subservicer to perform its
obligations under this Agreement, or (C) 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 Subservicer contemplated in this Agreement;




     (vii) No consent, approval, authorization or order of, or registration or filing with,
or notice to, any court or governmental agency or body, is required for the execution,
delivery and performance by the Subservicer of or compliance by the Subservicer with this
Agreement, or the consummation of the Subservicer’s transactions contemplated by this
Agreement, except for those consents, approvals, authorizations or orders obtained, or those
registrations or filings made or notices given, prior to the date of this Agreement;



     (b) The representations and warranties of the Subservicer set forth in this Section
5.03 shall survive the execution and delivery of this Agreement.



     Section 5.04 Subservicing. The Subservicer may enter into any subservicing agreement
with another subservicer that would permit such subservicer to perform any or all of the
Subservicer’s servicing responsibilities under this Agreement. Notwithstanding any such
subservicing agreement, the Subservicer shall remain directly obligated and primarily liable to the
Servicer 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



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subservicing agreement to the same extent and under the same terms and conditions as if the
Subservicer were servicing the Mortgage Loans alone.



ARTICLE VI




EVENTS OF DEFAULT




     Section 6.01 Events of Default. (a) “Event of Default”, wherever used in this
Agreement, means any one of the following events:




     (i) any failure by the Subservicer to remit any payment required to be made under the
terms of this Agreement or any Servicing Agreement, which failure continues unremedied for
such period of time as is specified in the applicable Servicing Agreement or, if not so
specified, which continues unremedied for a period of thirty (30) days after the date on
which written notice of such failure, requiring the same to be remedied, shall have been
given to the Subservicer by the Servicer; or




     (ii) failure by the Subservicer duly to observe or perform in any material respect any
other of the covenants or agreements on the part of the Subservicer set forth in 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 the Subservicer by the Servicer; 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, readjustment of debt, bankruptcy, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, shall have been
entered against the Subservicer and such decree or order shall have remained in force
undischarged or unstayed for a period of ninety (90) days; or




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




     (v) the Subservicer 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, bankruptcy
or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or cease its normal business operations for three
Business Days; or




     (vi) the Subservicer ceases to meet the qualifications of a Fannie Mae or Freddie Mac
servicer, as applicable, for more than thirty (30) days, or




     (b) In each and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatever other rights the Servicer may have at law or equity,
including injunctive relief and specific performance, the Servicer, by notice in writing to
the Subservicer and with the consent of, or at the direction of the applicable Purchaser,



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Master Servicer, Depositor or Trustee, may terminate all the rights and obligations of the
Subservicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof.



     (c) Upon receipt by the Subservicer of such written notice, all authority and power of the
Subservicer under this Agreement, whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in the successor subservicer appointed by the Servicer pursuant to
Section 8.01 hereof. Upon written request from the Servicer, the Subservicer shall
prepare, execute and deliver to the successor entity designated by the Servicer any and all
documents and other instruments, place in such successor’s possession all Subservicing 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, including but not limited to the transfer and endorsement or assignment
of the Mortgage Loans and related documents, at the Subservicer’s sole expense. The Subservicer
shall cooperate with the Servicer and such successor in effecting the termination of the
Subservicer’s responsibilities and rights hereunder, 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 Subservicer to an Account or thereafter received by the Subservicer with respect to the
Mortgage Loans.



     Section 6.02 Waiver of Defaults. By a written notice, the Servicer, with the consent
of or at the direction of the applicable Purchaser, Master Servicer, Trustee or Depositor, may
waive any default by the Subservicer in the performance of its obligations hereunder and its
consequences. Upon any waiver of a past default, such default shall cease to exist, and any 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 of
the Servicer consequent thereon except to the extent expressly so waived.



ARTICLE VII




RESIGNATION; TERMINATION




     Section 7.01 Subservicer Not to Resign. The Subservicer shall not resign from the
obligations and duties hereby imposed on it with respect to an existing Servicing Arrangement
except (i) with the prior consent of the applicable Purchaser, Depositor, Master Servicer or
Trustee, or (ii) upon determination that its duties hereunder in respect of such Servicing
Arrangement are no longer permissible under applicable law. No resignation of the Subservicer
shall become effective until an eligible successor subservicer shall have assumed the Subservicer’s
responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption
of servicing duties by such successor) and obligations under this Agreement. Any such resignation
shall not relieve the Subservicer of responsibility for any reporting or indemnification
obligations hereunder. The Subservicer shall not assign or transfer any of its rights, benefits or
privileges hereunder to any other Person with respect to a Servicing Arrangement without the prior
written consent of the Servicer, and any applicable Purchaser, Depositor, Master Servicer or
Trustee and prior written notice to each applicable rating agency.



     Section 7.02 Termination. (a) Except as otherwise provided in this Agreement, this
Agreement shall terminate upon either: (i) the later of the final payment or other liquidation



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     (or any advance with respect thereto) of the last Mortgage Loan or the disposition of any REO
Property with respect to the last Mortgage Loan and the remittance of all funds due hereunder; or
(ii) the mutual consent of the Subservicer and the Servicer in writing, provided, however,
that no such termination shall be effective until an eligible successor subservicer shall have
agreed to assume the Subservicer’s responsibilities, duties, liabilities (other than those
liabilities arising prior to the assumption of servicing duties by such successor) and obligations
under this Agreement. The Servicer shall provide prior written notice of such termination to each
applicable rating agency.



     (b) If the Servicer is terminated under the applicable Servicing Agreement, this Agreement (i)
may be terminated immediately by the applicable Trustee (or the Master Servicer acting on its
behalf) without payment of any termination fee and (ii) may be assumed by the Trustee (or Master
Servicer acting on its behalf).



     (c) If a successor to the Servicer is appointed under the applicable Servicing Agreement, the
Servicer’s rights and obligations under this Agreement are assumed simultaneously by the successor
servicer; provided, however, that this Agreement may be terminated immediately by any
successor to the Servicer upon payment of all accrued fees and expenses owed to the Subservicer, in
accordance with the applicable Servicing Agreement.



     Section 7.03 Termination Without Cause. The Servicer may not terminate the servicing
rights of the Subservicer without cause unless the Subservicer and the applicable Purchaser,
Trustee, Master Servicer or Depositor consents, upon ninety (90) days’ prior written notice. Any
such written notice of termination shall be delivered to the Subservicer as provided in this
Agreement and no such termination shall be effective until an eligible successor subservicer shall
have agreed to assume the Subservicer’s responsibilities, duties, liabilities (other than those
liabilities arising prior to the assumption of servicing duties by such successor) and obligations
under this Agreement. If the Servicer so terminates the rights of the Subservicer without cause,
the Servicer shall pay the Subservicer a termination fee equal to (i) the fair market value of the
servicing rights under this Agreement at the time of termination, and (ii) all costs, fees and
expenses incurred by the Subservicer in transferring the servicing. The Subservicer shall also be
entitled to reimbursement of all advances in accordance with this applicable Servicing Agreement.
The Servicer shall provide prior written notice of such termination to each applicable rating
agency.



     The termination fee provided for in this Section 7.03 shall be paid by Servicer within
ten (10) Business Days after any such termination without cause by Servicer, and Servicer shall
reimburse Subservicer for its out-of-pocket costs resulting from such termination pursuant to this
Section 7.03 within ten (10) Business Days following Servicer’s receipt of an invoice for
such costs.



ARTICLE VIII




MISCELLANEOUS PROVISIONS




     Section 8.01 Appointment of Successor Subservicer. (a) Upon termination of the
Subservicer’s responsibilities, duties and obligations under this Agreement, the Servicer shall,



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(i) succeed to and assume all of the Subservicer’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 obligations of the Subservicer under this Agreement.
In connection with such appointment and assumption, the Servicer may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and such successor shall
agree. In the event that the Subservicer’s duties, responsibilities and obligations under this
Agreement should be terminated, the Subservicer shall discharge such duties, responsibilities and
obligations 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 its successor. The resignation or removal of the Subservicer
pursuant to this Agreement shall not become effective until an eligible successor shall be
appointed and shall in no event relieve the Subservicer of the representations and warranties made
hereunder and the remedies available to the Servicer hereunder.



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



     (c) The Subservicer shall deliver promptly to the successor servicer the funds in each Account
and all Subservicing Files and related documents and statements held by it hereunder, and the
Subservicer 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, and obligations of the Subservicer.



     Section 8.02 Entire Agreement; Amendment. Except for any addendum hereto executed by
the Subservicer and the Servicer with respect to a particular Servicing Agreement, this Agreement
constitutes the entire understanding between the parties hereto with respect to each Servicing
Agreement and supersedes all prior agreements and understandings relating to the subject matter
hereof. This Agreement may be amended from time to time by the Subservicer and the Servicer by
written agreement signed by the Subservicer and the Servicer. Each rating agency shall be
notified of any amendment and provided with a copy of such amendment. Any rating agency
notification requirement in this Agreement shall not be removed by any amendment to this Agreement.



     Section 8.03 Governing Law and Submission to Jurisdiction.



     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT
REGARD TO ITS CONFLICT OF LAWS PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Each of the parties to this Agreement
hereby irrevocably and unconditionally:



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     (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement or any amendment thereto, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive general jurisdiction of the federal courts of the United States of
America for the Northern District of Ohio, and appellate courts from any thereof;



     (b) consents that any such action or proceeding may be brought in such courts and, to the
extent permitted by law, waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same; and



     (c) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to its address set forth under the notice requirements in this Agreement.



     Section 8.04 Duration of Agreement. This Agreement shall continue in existence and
effect until terminated as herein provided.



     Section 8.05 Notices. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, return receipt requested, postage prepaid, addressed as follows: if to the
Subservicer:



National City Bank

ATTN: Mortgage Servicing Executive

3232 Newmark Dr.

Miamisburg, OH 45342




     Or such other address as may hereafter be furnished to the Servicer in writing by the
Subservicer;



National City Mortgage Services, Inc

ATTN: Mortgage Servicing Executive

3800 Buffalo Speedway

Houston, TX 77098




     Or such other address as may hereafter be furnished to the Subservicer in writing by the
Servicer.



     Section 8.06 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 remaining covenants, agreements, provisions or terms of this
Agreement.



     Section 8.07 Relationship of Parties. Nothing herein contained shall be deemed or
construed to create a partnership or joint venture between the parties hereto and the services of
the Subservicer shall be rendered as an independent contractor and not as agent for the Servicer.



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     Section 8.08 Execution: 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 Subservicer and the Servicer and their respective successors and permitted assigns.



     Section 8.09 Waiver of Trial by Jury. THE SUBSERVICER AND THE SERVICER EACH
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST 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.



     Section 8.10 Confidentiality and Data Security. (a) All Confidential Information
shall be held in the strictest confidence and will not be disclosed by the Recipient or its
Representatives except as specifically permitted by the terms of this Agreement. Recipient and its
Representatives will use the Confidential Information solely for the purpose of performing under
and in compliance with the terms of this Agreement, will not use the Confidential Information for
any other purpose, and will not disclose or communicate the Confidential Information, directly or
indirectly, to any other Person, except as permitted under this Agreement. Recipient further
agrees that the Confidential Information will be disclosed only to such of its Representatives who
need to examine or use the Confidential Information for the purposes described above. The
Recipient shall be responsible for any breach of this Agreement by any of its Representatives.



     (b) In the event that Recipient or any of its Representatives is requested or required (by
oral question, interrogatories, requests for information or documents, subpoenas, civil
investigation or similar process) to disclose any of the Confidential Information, Recipient will
provide the Disclosing Party with prompt notice of such requests so that the Disclosing Party may
(i) seek an appropriate protective order or (ii) if disclosure is required or deemed advisable,
cooperate with the Recipient in an attempt to obtain an order or reliable assurance that
confidential treatment will be accorded to any portion of the Confidential Information. The cost
of obtaining any protective order or assurance shall be borne by the Disclosing Party.



     (c) Each party shall implement and maintain commercially reasonable information security
measures consistent with industry standards to protect against unauthorized access to or use of the
other party’s Confidential Information. The Subservicer has implemented and will maintain security
measures designed to meet the obligations of the Guidelines. The Subservicer shall promptly
provide Servicer with notice of any unauthorized access to or use of Nonpublic Personal Information
relating to a mortgagor of a Mortgage Loan which warrants consumer notice pursuant to the
Guidelines. The Subservicer and the Servicer agree and acknowledge that as to all Nonpublic
Personal Information received or obtained by either of them or their Representatives, with respect
to any mortgagor of a Mortgage Loan: (i) such information shall be held by the Subservicer, the
Servicer or their respective Representatives in accordance with all applicable law, including but
not limited to the Guidelines and the privacy provisions of the Gramm-Leach-Bliley Act of 1999 and
applicable state law and regulations thereunder and (ii)



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such information is in connection with a proposed or actual secondary market sale related to a
transaction of the mortgagor for the purposes of 16 C.F.R., Section 313.14(a)(3).



     (d) Upon the termination or expiration of this Agreement, the Recipient shall promptly
surrender to the Disclosing Party all of the Confidential Information in the Recipient’s
possession, or, at the Disclosing Party’s option, completely and permanently destroy all copies
thereof and shall provide to Disclosing Party a certificate of a senior officer certifying that it
has done so; provided, however, that unless the Subservicer has resigned or has been terminated as
the servicer pursuant to this Agreement, the Subservicer shall retain the Subservicing Files.
Notwithstanding anything herein to the contrary, the Recipient may retain such information as may
be required by law. Further, to the extent destruction is required hereunder Recipient shall only
be required to use all commercially reasonable efforts to destroy any electronic information from
its computer systems.



     (e) The Recipient shall be responsible for any breach of this Section 8.10 by its
Representatives. The Recipient acknowledges and agrees that any disclosure of the Confidential
Information except as provided in this Agreement may cause serious and irreparable damage to the
Disclosing Party for which there may be no adequate remedy at law. Without limiting the Disclosing
Party’s rights and remedies which are otherwise available, the Disclosing Party shall be entitled
to equitable relief including, without limitation, an injunction, restraining order or specific
performance for any breach of this Agreement by the Recipient, without proof of irreparable harm.
The Recipient waives any securing or posting of any bond in connection with such remedy. In
addition, each party shall indemnify, defend and hold the other party harmless from and against any
and all losses if and to the extent such losses arise in whole or in part, directly or indirectly,
from any breach of this Section 8.10 by that party.



     Section 8.11 Survival. Except as otherwise specifically provided herein, the
representations, warranties, indemnities, covenants and agreements of the parties provided in this
Agreement shall survive the execution and delivery and the termination or expiration of this
Agreement.



     Section 8.12 Media Releases. Neither the Subservicer nor the Servicer shall use any
trade name, trademark, service mark, or any other information which identifies the other in the
Servicer’s or the Subservicer’s, as the case may be, sales, marketing, or publicity activities,
including, but not limited to, press releases, or interviews with representatives of any written
publication, television station or network, or radio station or network, without the prior written
consent of the other party. Notwithstanding anything to the contrary in the foregoing, neither
party shall be restrained, after consultation with the other party if permitted by applicable law
or regulation, from making such disclosure as it shall be advised by counsel is required by law or
by the applicable regulations of any regulatory body or securities exchange to be made.



     Section 8.13 Third Party Beneficiary. Each Purchaser, Trustee, Master Servicer and
Depositor shall be a third-party beneficiary of this Agreement with respect to the applicable
Servicing Arrangement.



     Section 8.14 Force Majeure. No failure, delay or default in performance of any
obligation of a party to this Agreement shall constitute an Event of Default, to the extent that



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such failure to perform, delay or default arises out of a cause, existing or future, beyond
the control and without negligence of the party otherwise chargeable with failure, delay or
default, including, but not limited to: action or inaction of governmental, civil or military
authority; fire; flood; war; act of public enemies; riot; theft; earthquake, natural disaster or
acts of God; or the act, negligence or default of the other party. Either party desiring to rely
upon any of the foregoing as an excuse for failure, default or delay in performance shall, when the
cause arises, give to the other party prompt notice in writing of the facts which constitute such
cause, and, when the cause ceases to exist, give prompt notice of that fact to the other party.
This Section 8.14 shall in no way limit the right of either party to make any claim against
third Persons for any damages suffered due to said causes.



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



	 	 	 	 	 
	 	 	NATIONAL CITY MORTGAGE SERVICES, INC.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Joseph Cartellone
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Joseph Cartellone 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	President and Chief Executive
Officer 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 
	 

	 	By:	 	/s/ Robert Crowl
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Robert Crowl 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	Senior Vice President 
	 

	 	 	 	 
	 
	 	 	 	 






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