AMENDMENT
      NUMBER FOUR


to
      the





PURCHASE,
      WARRANTIES AND SERVICING AGREEMENT





Dated
      as
      of September 1, 2003





among





EMC
      MORTGAGE CORPORATION,


as
      Purchaser





and





FIRST
      TENNESSEE MORTGAGE SERVICES, INC.





as
      Servicer,





FIRST
      HORIZON HOME LOAN CORPORATION,




as
      Seller







This
      AMENDMENT NUMBER FOUR (this “Amendment”) is made and entered into this
      22 nd day of
      December, 2005, by and among EMC Mortgage Corporation, a Delaware corporation,
      as purchaser (the “Purchaser”) and First Tennessee Mortgage Services, Inc., as
      servicer (the “Servicer”) and First Horizon Home Loan Corporation (the “Seller”,
      and together with the Servicer, the “Company”) in connection with the Purchase,
      Warranties and Servicing Agreement, dated as of September 1, 2003, between
      the
      above mentioned parties (the “Agreement”).





RECITALS




WHEREAS,  the
      parties hereto have entered into the Agreement;





WHEREAS,
      the Agreement provides that the parties thereto may enter into an amendment
      to
      the Agreement;





WHEREAS,
      the parties hereto desire to amend the Agreement as set forth in this Amendment;
      and





NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:





1.  Capitalized
      terms used herein and not defined herein shall have the meanings assigned to
      such terms in the Agreement.





2.  Article
      I
      of the Agreement is hereby amended effective as of the date hereof by adding
      the
      following definitions to Section 1.01:





Commission
      or SEC :
      The
      Securities and Exchange Commission.





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





Pass-Through
      Transfer :
      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.





Qualified
      Correspondent :
      Any
      Person from which the Company purchased Mortgage Loans, provided that the
      following conditions are satisfied: (i) such Mortgage Loans were originated
      pursuant to an agreement between the Company and such Person that contemplated
      that such Person would underwrite mortgage loans from time to time, for sale
      to
      the Company, in accordance with underwriting guidelines designated by the
      Company (“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 Company within 180
      days after origination; (iii) either (x) the Designated Guidelines were, at
      the
      time such Mortgage Loans were originated, used by the Company in origination
      of
      mortgage loans of the same type as the Mortgage Loans for the Company’s own
      account or (y) the Designated Guidelines were, at the time such Mortgage Loans
      were underwritten, designated by the Company on a consistent basis for use
      by
      lenders in originating mortgage loans to be purchased by the Company; and (iv)
      the Company employed, at the time such Mortgage Loans were acquired by the
      Company, 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 Company.





Regulation
      AB :
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as 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.





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





Servicing
      Criteria :
      As of
      any date of determination, the “servicing criteria” set forth in Item 1122(d) of
      Regulation AB, or any amendments thereto, a summary of the requirements of
      which
      as of the date hereof is attached hereto as Exhibit M for convenience of
      reference only. In the event of a conflict or inconsistency between the terms
      of
      Exhibit M and the text of Item 1122(d) of Regulation AB, the text of Item
      1122(d) of Regulation AB shall control.





Static
      Pool Information :
      Static
      pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
      AB.





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 Company or a Subservicer.





Subservicer :
      Any
      Person that services Mortgage Loans on behalf of the Company 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 Company under this Agreement or any
      Reconstitution Agreement that are identified in Item 1122(d) of Regulation
      AB.





Third-Party
      Originator :
      Each
      Person, other than a Qualified Correspondent, that originated Mortgage Loans
      acquired by the Company.





3.  Article
      III of the Agreement is hereby amended effective as of the date hereof by
      revising Section 3.01(n) as follows (new text underlined):





(n)  Company
      has delivered to the Purchaser financial statements of its parent, for its
      last
      two complete fiscal years. All such financial information fairly presents the
      pertinent results of operations and financial position for the period identified
      and has been prepared in accordance with GAAP consistently applied throughout
      the periods involved, except as set forth in the notes thereto. There has been
      no change in the servicing
      policies and procedures ,
      business, operations, financial condition, properties or assets of the Company
      since the date of the Company’s financial information that would have a material
      adverse effect on its ability to perform its obligations under this
      Agreement;





4.  Article
      III of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 3.01(p):





(p)  As
      of the
      date of each Pass-Through Transfer, and except as has been otherwise disclosed
      to the Purchaser: (1) no default or servicing related performance trigger has
      occurred as to any other securitization due to any act or failure to act of
      the
      Company; (2) no material noncompliance with applicable servicing criteria as
      to
      any other securitization has been disclosed or reported by the Company; (3)
      the
      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; (4) no material changes to the Company’s
      servicing policies and procedures for similar loans has occurred in the
      preceding three years; (5) there are no aspects of the Company’s financial
      condition that could have a material adverse impact on the performance by the
      Company of its obligations hereunder; (6) there are no legal proceedings
      pending, or known to be contemplated by governmental authorities, against the
      Company that could be material to investors in the securities issued in such
      Pass-Through Transfer; and (7) there are no affiliations, relationships or
      transactions relating to the Company of a type that are described under Item
      1119 of Regulation AB.





5.  Article
      III of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 3.01(q):





(q)  If
      so
      requested by the Purchaser or any Depositor on any date, the Company shall,
      within five Business Days following such request, confirm in writing the
      accuracy of the representations and warranties set forth in Section 3.01(p)
      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.





6.  Article
      III of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 3.01(r):





(r)  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 Company shall (or shall cause each Subservicer
      and
      Third-Party Originator to) (i) notify the Purchaser and any Depositor in writing
      of (A) any material litigation or governmental proceedings pending against
      the
      Company, any Subservicer or any Third-Party Originator and (B) any affiliations
      or relationships that develop following the closing date of a Pass-Through
      Transfer between the Company, any Subservicer or any Third-Party Originator
      and
      any of the parties specified in clause (7) of paragraph (p) of this Section
      (and
      any other parties identified in writing by the requesting party) with respect
      to
      such Pass-Through Transfer, and (ii) provide to the Purchaser and any Depositor
      a description of such proceedings, affiliations or relationships.





7.  Article
      III of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 3.01(s):





(s)  As
      a
      condition to the succession to the Company or any Subservicer as servicer or
      subservicer under this Agreement or any Reconstitution Agreement by any Person
      (i) into which the Company or such Subservicer may be merged or consolidated,
      or
      (ii) which may be appointed as a successor to the Company or any Subservicer,
      the Company 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.





8.  Article
      IV of the Agreement is hereby amended effective as of the date hereof by
      revising the first paragraph of Section 4.03 by adding the following after
      the
      first sentence:





In
      determining the delinquency status of any Mortgage Loan, the Company will use
      delinquency recognition policies as described to and approved by the Purchaser,
      and shall revise these policies as requested by the Purchaser from time to
      time.





9.  Article
      V
      of the Agreement is hereby amended effective as of the date hereof by deleting
      Section 5.02 in its entirety and replacing it with the following:





Section
      5.02  Statements
      to the Purchaser .





The
      Company shall furnish to Purchaser an individual loan accounting report, as
      of
      the last Business Day of each month, in the Company's assigned loan number
      order
      to document Mortgage Loan payment activity on an individual Mortgage Loan basis.
      With respect to each month, the corresponding individual loan accounting report
      shall be received by the Purchaser no later than the fifth Business Day of
      the
      following month on a disk or tape or other computer-readable format in such
      format as may be mutually agreed upon by both Purchaser and Company, and shall
      contain the following:





(i)  with
      respect to each Mortgage Loan and each Monthly Payment, the amount of such
      remittance allocable to principal (including a separate breakdown of any
      Principal Prepayment, including the date of such prepayment, and any prepayment
      penalties or premiums, along with a detailed report of interest on principal
      prepayment amounts remitted in accordance with Section 4.04);





(ii)  reserved;





(iii)  reserved;





(iv)  the
      Stated Principal Balance of each Mortgage Loan and the aggregate Stated
      Principal Balance of all Mortgage Loans as of the first day of the distribution
      period and the last day of the distribution period;





(v)  with
      respect to each Mortgage Loan, the current Mortgage Interest Rate;





(vi)  with
      respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
      Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds
      received during the prior distribution period;





(vii)  reserved;





(viii)  reserved;





(ix)  the
      number of Mortgage Loans as of the first day of the distribution period and
      the
      last day of the distribution period;





(x)  with
      respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
      Loan (a) delinquent as grouped in the following intervals through final
      liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or
      more; (b) as to which foreclosure has commenced; and (c) as to which REO
      Property has been acquired;





(xi)  with
      respect to each Mortgage Loan, the amount and severity of any realized loss
      following liquidation of such Mortgage Loan;





(xii)  with
      respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,
      the
      amount of any Monthly Advances made by the Company during the prior distribution
      period;





(xiii)  reserved;





(xiv)  reserved;





(xv)  reserved;





(xvi)  with
      respect to any Mortgage Loan, a description of any material modifications,
      extensions or waivers to the terms, fees, penalties or payments of such Mortgage
      Loan during the prior distribution period or that have cumulatively become
      material over time;





(xvii)  reserved;





(xviii)  reserved;





(xix)  with
      respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
      Loan
      that has been repurchased by the Company in accordance with Section 3.03
      herein;





(xx)
      any
      other information required by Purchaser or master servicer necessary for
      compliance with Item 1121 of Regulation AB.





In
      addition, the Company shall provide to the Purchaser such other information
      known or available to the Company that is necessary in order to provide the
      distribution and pool performance information as required under Item 1121 of
      Regulation AB, as amended from time to time, as determined by the Purchaser
      in
      its sole reasonable discretion. The Company shall also provide a trial balance,
      sorted in Purchaser's assigned loan number order, in the form of Exhibit E
      hereto, and Exhibit F with respect to defaulted mortgage loans, with each such
      report.





The
      Company shall prepare and file any and all information statements or other
      filings required to be delivered to any governmental taxing authority or to
      Purchaser pursuant to any applicable law with respect to the Mortgage Loans
      and
      the transactions contemplated hereby. In addition, the Company shall provide
      Purchaser with such information concerning the Mortgage Loans as is necessary
      for Purchaser to prepare its federal income tax return as Purchaser may
      reasonably request from time to time.








10.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by
      deleting Section 6.04 in its entirety and replacing it with the
      following:





Section
      6.04  Annual
      Statement as to Compliance; Annual Certification .





(a)  The
      Company will deliver to the Purchaser, to deliver to the Purchaser or its
      designee on or before March 1 of each calendar year beginning in 2006, but
      in no
      event later than March 15 th of each
      calendar year beginning in 2006, an Officers’ Certificate acceptable to the
      Purchaser (an “Annual Statement of Compliance”) stating, as to each signatory
      thereof, that (i) a review of the activities of the Company during the preceding
      calendar year and of performance under this Agreement or other applicable
      servicing agreement has been made under such officers’ supervision and (ii) to
      the best of such officers’ knowledge, based on such review, the Company has
      fulfilled all of its obligations under this Agreement or other applicable
      servicing agreement in all material respects throughout such year, 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
      of
      cure provisions thereof. Such Annual Statement of Compliance shall contain
      no
      restrictions or limitations on its use. Copies of such statement shall be
      provided by the Company to the Purchaser upon request and by the Purchaser
      to
      any Person identified as a prospective purchaser of the Mortgage Loans. In
      the
      event that the Company has delegated any servicing responsibilities with respect
      to the Mortgage Loans to a Subservicer, the Company shall deliver an officer’s
      certificate of the Subservicer as described above as to each Subservicer as
      and
      when required with respect to the Company.





(b)  With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      by on or before March 1 of each calendar year beginning in 2006, but in no
      event
      later than March 15 th of each
      calendar year beginning in 2006, an officer of the Company shall execute and
      deliver an Officers’ Certificate (an “Annual Certification”) to the Purchaser,
      any master servicer which is master servicing loans in connection with such
      transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for
      the benefit of each such entity and such entity’s affiliates and the officers,
      directors and agents of any such entity and such entity’s affiliates, in the
      form attached hereto as Exhibit L. In the event that the Company has delegated
      any servicing responsibilities with respect to the Mortgage Loans to a
      Subservicer, the Company shall deliver an officers’ certificate of the
      Subservicer as described above as to each Subservicer as and when required
      with
      respect to the Company.








Failure
      of the Company to timely comply with this Section 6.04 shall be deemed an Event
      of Default, automatically, without notice and without any cure period, and
      Purchaser may, in addition to whatever rights the Purchaser may have under
      Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      the
      Company under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Company for the same, as provided in Section
      9.01. Such termination shall be considered with cause pursuant to Section 10.01
      of this Agreement. This paragraph shall supercede any other provision in this
      Agreement or any other agreement to the contrary.





11.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by
      deleting Section 6.05 in its entirety and replacing it with the
      following:





Section
      6.05  Annual
      Independent Certified Public Accountants' Servicing Report .





The
      Company, at its expense and on or before March 1 of each calendar year beginning
      in 2006, but in no event later than March 15 th of each
      calendar year beginning in 2006, shall cause a firm of independent public
      accountants which is a member of the American Institute of Certified Public
      Accountants to furnish a report (a “USAP Report”) to the Purchaser acceptable to
      the Purchaser to the effect that such firm has examined certain documents and
      records relating to the Company's servicing of mortgage loans of the same type
      as the Mortgage Loans pursuant to servicing agreements substantially similar
      to
      this Agreement, which agreements may include this Agreement, and that, on the
      basis of such an examination, conducted substantially in the uniform single
      audit program for mortgage bankers, such firm is of the opinion that the
      Company's servicing has been conducted in compliance with the agreements
      examined pursuant to this Section 6.05 during the preceding calendar year,
      except for (i) such exceptions as such firm shall believe to be immaterial,
      and
      (ii) such other exceptions as shall be set forth in such USAP Report. Such
      USAP
      Report shall contain no restrictions or limitations on its use. Copies of such
      USAP Report shall be provided by the Company to the Purchaser. In addition,
      on
      an annual basis, Company shall provide Purchaser with copies of its audited
      financial statements.





In
      the
      event that the Company has delegated any servicing responsibilities with respect
      to the Mortgage Loans to a Subservicer, the Company shall provide a USAP report
      of the Subservicer as described above as to each Subservicer as and when
      required with respect to the Company.





Notwithstanding
      the foregoing, the Company’s obligation to deliver a USAP Report under this
      Section, as to the Company or any Subservicer, as to any calendar year,
      beginning with the report required in February 2007, shall be satisfied if
      an
      Assessment of Compliance and Attestation Report is delivered in compliance
      with
      Section 6.07 for such calendar year with respect to that entity.





Failure
      of the Company to timely comply with this Section 6.05 shall be deemed an Event
      of Default, automatically, without notice and without any cure period, and
      Purchaser may, in addition to whatever rights the Purchaser may have under
      Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      the
      Company under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Company for the same, as provided in Section
      9.01. Such termination shall be considered with cause pursuant to Section 10.01
      of this Agreement. This paragraph shall supercede any other provision in this
      Agreement or any other agreement to the contrary.





12.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 6.07:





Section
      6.07  Assessment
      of Compliance with Servicing Criteria .





On
      and
      after January 1, 2006, the Company shall service and administer, and shall
      cause
      each subservicer to servicer or administer, the Mortgage Loans in accordance
      with all applicable requirements of the Servicing Criteria.





With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      the Company shall deliver to the Purchaser or its designee on or before February
      28 of each calendar year beginning in 2007, a report (an “Assessment of
      Compliance”) reasonably satisfactory to the Purchaser regarding the Company’s
      assessment of compliance with the Servicing Criteria during the preceding
      calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and
      Item 1122 of Regulation AB, which as of the date hereof, require a report by
      an
      authorized officer of the Company that contains the following:





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





(b)  A
      statement by such officer that such officer used the Servicing Criteria to
      assess compliance with the Servicing Criteria applicable to the
      Company;





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





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





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





Such
      report at a minimum shall address each of the Servicing Criteria specified
      on a
      certification substantially in the form of Exhibit O hereto delivered to the
      Purchaser concurrently with the execution of this Agreement.





With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      on or before February 28 of each calendar year beginning in 2007, the Company
      shall furnish to the Purchaser or its designee a report (an “Attestation
      Report”) by a registered public accounting firm that attests to, and reports on,
      the Assessment of Compliance made by the Company, as required by Rules 13a-18
      and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which
      Attestation Report must be made in accordance with standards for attestation
      reports issued or adopted by the Public Company Accounting Oversight Board.





The
      Company shall cause each Subservicer, and each Subcontractor determined by
      the
      Company pursuant to Section 11.19 to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, to deliver to the
      Purchaser and any Depositor an assessment of compliance and accountants’
attestation as and when provided in Sections 6.07.





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





Failure
      of the Company to timely comply with this Section 6.07 shall be deemed an Event
      of Default, automatically, without notice and without any cure period, and
      Purchaser may, in addition to whatever rights the Purchaser may have under
      Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive
      relief and specific performance, terminate all the rights and obligations of
      the
      Company under this Agreement and in and to the Mortgage Loans and the proceeds
      thereof without compensating the Company for the same, as provided in Section
      9.01. Such termination shall be considered with cause pursuant to Section 10.01
      of this Agreement. This paragraph shall supercede any other provision in this
      Agreement or any other agreement to the contrary.





13.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 6.08:





Section
      6.08  Intent
      of the Parties; Reasonableness .





The
      Purchaser and the Company acknowledge and agree that a purpose of Sections
      3.01(p), 5.02, 6.04, 6.05, 6.07 and 11.18 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. 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 Company 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
      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 Pass-Through Transfer, the Company shall cooperate fully
      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 any Depositor to permit the Purchaser or
      such
      Depositor to comply with the provisions of Regulation AB, together with such
      disclosures relating to the Company, 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.





14.  Article
      XI of the Agreement is hereby amended effective as of the date hereof by
      restating Section 11.18 in its entirety as follows:





Section
      11.18.  Cooperation
      of Company with a Reconstitution .





The
      Company and the Purchaser agree that with respect to some or all of the Mortgage
      Loans, on or after the related Closing Date, on one or more dates (each a
      "Reconstitution Date") at the Purchaser's sole option and with Purchaser’s best
      efforts to provide notice to the Company fifteen (15) days prior to the
      Reconstitution Date, the Purchaser may effect one or more sales, but in no
      event
      greater than three (3) per pool of Mortgage Loans sold under the related Term
      Sheet (each, a "Reconstitution") of some or all of the Mortgage Loans then
      subject to this Agreement, without recourse, to:





(a)  one
      or
      more third party purchasers in one or more in whole loan transfers (each, a
      "Whole Loan Transfer"); or





(b)  one
      or
      more trusts or other entities to be formed as part of one or more Pass-Through
      Transfers.





The
      Company agrees to execute in connection with any agreements among the Purchaser,
      the Company, and any servicer in connection with a Whole Loan Transfer, an
      Assignment, Assumption and Recognition Agreement substantially in the form
      of
      Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and
      servicing agreement or a participation and servicing agreement or similar
      agreement in form and substance reasonably acceptable to the parties, and in
      connection with a Pass-Through Transfer, a pooling and servicing agreement
      in
      form and substance reasonably acceptable to the parties, (collectively the
      agreements referred to herein are designated, the “Reconstitution Agreements”).
      It is understood that any such Reconstitution Agreements will not contain any
      greater obligations on the part of Company than are contained in this Agreement.
      Notwithstanding anything to the contrary in this Section 11.18, the Company
      agrees that it is required to perform the obligations described in Exhibit
      K
      hereto.





With
      respect to each Whole Loan Transfer and each Pass-Through Transfer entered
      into
      by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
      and any prospective purchaser with respect to all reasonable requests and due
      diligence procedures; (2) to execute, deliver and perform all Reconstitution
      Agreements required by the Purchaser; (3) to restate the representations and
      warranties set forth in this Agreement as of the settlement or closing date
      in
      connection with such Reconstitution (each, a "Reconstitution Date").





In
      addition, the Company shall provide to such servicer or issuer, as the case
      may
      be, and any other participants in such Reconstitution:





(i)  any
      and
      all information and appropriate verification of information which may be
      reasonably available to the Company, whether through letters of its auditors
      and
      counsel or otherwise, as the Purchaser or any such other participant shall
      request upon reasonable demand;





(ii)  such
      additional representations, warranties, covenants, opinions of counsel, letters
      from auditors, and certificates of public officials or officers of the Company
      as are reasonably agreed upon by the Company and the Purchaser or any such
      other
      participant;





(iii)  within
      5
      Business Days after request by the Purchaser, the information with respect
      to
      the Company (as originator) and each Third-Party Originator of the Mortgage
      Loans as required under Item 1110(a) and (b) of Regulation AB, a summary of
      the
      requirements of which has of the date hereof is attached hereto as Exhibit
      N for
      convenience of reference only, as determined by Purchaser in its sole reasonable
      discretion. If requested by the Purchaser, this will include information about
      the applicable credit-granting or underwriting criteria;





(iv)  within
      5
      Business Days after request by the Purchaser, to the extent that is required
      Regulation AB, the Company shall provide, to the extent that is reasonably
      available to the Company (and not otherwise available to the Purchaser) without
      unreasonable burden, cost or expense (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) serviced by the Company or any Third-Party
      Originator for a period of 120 days or more and originated by (i) the Company,
      if the Company is an originator of Mortgage Loans (including as an acquirer
      of
      Mortgage Loans from a Qualified Correspondent), and/or (ii) each Third-Party
      Originator in each case to the extent such mortgage loans were purchased from
      the Company by the Purchaser. Such Static Pool Information shall be prepared
      by
      the Company (or Third-Party Originator) on the basis of its reasonable, good
      faith interpretation of the requirements of Item 1105(a)(1)-(3) and (c) of
      Regulation AB for such period of time the Company or Third-Party Origination
      serviced such mortgage loans. To the extent that there is reasonably available
      to the Company (or Third-Party Originator), without unreasonable effort or
      expense 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 Company, 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 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. The
      Purchaser agrees that it will cooperate with the Company and provide sufficient
      and timely notice of any information requirement pertaining to a Securitization
      Transaction.  The Purchaser will make all reasonable efforts to contain
      requests for information, reports or any other materials to items required
      for
      compliance with Regulation AB, and will refrain from requesting information
      that
      is not required for such compliance.  The Purchaser further agrees to
      provide the Company with Static Pool Information regarding the Mortgage Loans
      to
      the same extent that the Company is required to provide Static Pool Information
      with respect to mortgage loans similar to the Mortgage Loans
      hereunder.  The
      Company shall in good faith use its best efforts to supply the Static Pool
      Information required hereunder; provided, however, that failure of the Company
      to perform such obligations, after applying all good faith best efforts, shall
      not result in a breach by the Company of the provisions of this
      Agreement;





(v)  within
      5
      Business Days after request by the Purchaser, information with respect to the
      Company (as servicer) as required by Item 1108(b) and (c) of Regulation AB,
      a
      summary of the requirements of which as of the date hereof is attached hereto
      as
      Exhibit N for convenience of reference only, as determined by Purchaser in
      its
      sole reasonable discretion. In the event that the Company has delegated any
      servicing responsibilities with respect to the Mortgage Loans to a Subservicer,
      the Company shall provide the information required pursuant to this clause
      with
      respect to the Subservicer;





(vi)  within
      5
      Business Days after request by the Purchaser,


(a)
      information regarding any legal proceedings pending (or known to be
      contemplated) against the Company (as originator and as servicer) and each
      other
      originator of the Mortgage Loans and each Subservicer as required by Item 1117
      of Regulation AB, a summary of the requirements of which as of the date hereof
      is attached hereto as Exhibit N for convenience of reference only, as determined
      by Purchaser in its sole reasonable discretion,


(b)
      information regarding affiliations with respect to the Company (as originator
      and as servicer) and each other originator of the Mortgage Loans and each
      Subservicer as required by Item 1119(a) of Regulation AB, a summary of the
      requirements of which as of the date hereof is attached hereto as Exhibit N
      for
      convenience of reference only, as determined by Purchaser in its sole reasonable
      discretion, and


(c)
      information regarding relationships and transactions with respect to the Company
      (as originator and as servicer) and each other originator of the Mortgage Loans
      and each Subservicer as required by Item 1119(b) and (c) of Regulation AB,
      a
      summary of the requirements of which as of the date hereof is attached hereto
      as
      Exhibit N for convenience of reference only, as determined by Purchaser in
      its
      sole reasonable discretion; and





(vii)  if
      so
      requested by the Purchaser, the Company shall provide (or, as applicable, cause
      each Third-Party Originator to provide), at the expense of the Purchaser (to
      the
      extent of any additional incremental expense associated with delivery pursuant
      to this Agreement), such statements and 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 Company’s or
      Third-Party Originator’s originations or purchases, to calendar months
      commencing January 1, 2006, or to any financial information included in any
      other disclosure provided under this Section 11.18, as the Purchaser or such
      Depositor shall reasonably request. Such statements and 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 Pass-Through Transfer. 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.





In
      the
      event of a conflict or inconsistency between the terms of Exhibit N and the
      text
      of the applicable Item of Regulation AB as cited above, the text of Regulation
      AB, its adopting release and other public statements of the SEC shall
      control.





The
      Company shall indemnify the Purchaser, each affiliate of the Purchaser, and
      each
      of the following parties participating in a Pass-Through Transfer: each sponsor
      and issuing entity; each Person responsible for the preparation, execution
      or
      filing of any report required to be filed with the Commission with respect
      to
      such Pass-Through Transfer, 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
      Pass-Through Transfer; 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 and agents of each of the foregoing and of the Depositor, 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)(A)
      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 Section 11.18 by or on behalf of the Company, or provided
      under this Section 11.18 by or on behalf of any Subservicer, Subcontractor
      or
      Third-Party Originator (collectively, the “Company Information”), or (B) the
      omission or alleged omission to state in the Company Information a material
      fact
      required to be stated in the Company 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 Company Information
      and
      not to any other information communicated in connection with a sale or purchase
      of securities, without regard to whether the Company Information or any portion
      thereof is presented together with or separately from such other
      information;





(ii)
      any
      failure by the Company, 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 11.18,
      including any failure by the Company to identify pursuant to Section 11.19
      any
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB; or





(iii)
      any
      breach by the Company of a representation or warranty set forth in Section
      3.01
      or in a writing furnished pursuant to Section 3.01(q) and made as of a date
      prior to the closing date of the related Pass-Through Transfer, to the extent
      that such breach is not cured by such closing date, or any breach by the Company
      of a representation or warranty in a writing furnished pursuant to Section
      3.01(q) to the extent made as of a date subsequent to such closing
      date.





All
      Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain
      subject to, and serviced in accordance with the terms of, this Agreement and
      the
      related Term Sheet, and with respect thereto this Agreement and the related
      Term
      Sheet shall remain in full force and effect.





15.  Article
      XI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 11.19:





Section
      11.19. Use
      of
      Subservicers and Subcontractors .





(a)  The
      Company shall not hire or otherwise utilize the services of any Subservicer
      to
      fulfill any of the obligations of the Company as servicer under this Agreement
      or any Reconstitution Agreement unless the Company complies with the provisions
      of paragraph (b) of this Section. The Company 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 Company as servicer under this Agreement or any
      Reconstitution Agreement unless the Company complies with the provisions of
      paragraph (d) of this Section.





(b)  The
      Company shall cause any Subservicer used by the Company (or by any Subservicer)
      for the benefit of the Purchaser and any Depositor to comply with the provisions
      of this Section and with Sections 3.01(p), 3.01(s), 6.04, 6.05, 6.07 and 11.18
      of this Agreement to the same extent as if such Subservicer were the Company,
      and to provide the information required with respect to such Subservicer under
      Section 3.01(r) of this Agreement. The Company shall be responsible for
      obtaining from each Subservicer and delivering to the Purchaser and any
      Depositor any Annual Statement of Compliance required to be delivered by such
      Subservicer under Section 6.04(a), any Assessment of Compliance and Attestation
      Report required to be delivered by such Subservicer under Section 6.07 and
      any
      Annual Certification required under Section 6.04(b) as and when required to
      be
      delivered.





(c)  The
      Company shall promptly upon request provide to the Purchaser and any Depositor
      (or any designee of the Depositor, such as a master servicer or administrator)
      a
      written description (in form and substance satisfactory to the Purchaser and
      such Depositor) of the role and function of each Subcontractor utilized by
      the
      Company 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.





(d)  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 Company shall cause any such Subcontractor used by the
      Company (or by any Subservicer) for the benefit of the Purchaser and any
      Depositor to comply with the provisions of Sections 6.07 and 11.18 of this
      Agreement to the same extent as if such Subcontractor were the Company. The
      Company shall be responsible for obtaining from each Subcontractor and
      delivering to the Purchaser and any Depositor any Assessment of Compliance
      and
      Attestation Report required to be delivered by such Subcontractor under Section
      6.07, in each case as and when required to be delivered.





16.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit L:





EXHIBIT
      L





FORM
      OF
      COMPANY CERTIFICATION





I,
      [identify certifying individual], certify to the [Trustee] [Seller] [Securities
      Administrator] [Mortgage Loan Seller] [Purchaser] and [Master Servicer]
      that:





1.  Based
      on
      my knowledge, the information in the Annual Statement of Compliance, the [USAP
      Report]* [Assessment of Compliance and Attestation Report]** and all servicing
      reports, officer's certificates and other information provided by the Company
      relating to the servicing of the Mortgage Loans taken as a whole, do not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the date of this
      certification;


2.  Based
      on
      my knowledge, the information in these reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading as of the last day of the period
      covered by such servicing reports.





3.  Based
      on
      my knowledge, the servicing information required to be provided to the Master
      Servicer under the Agreement is included in these reports.





4.  I
      am
      responsible for reviewing the activities performed the Company under the
      Agreement and based upon the review required under the Agreement, and except
      as
      disclosed in the Annual Statement of Compliance or the [USAP Report]*
      [Assessment of Compliance and Attestation Report]**, the Company has fulfilled
      its obligations under the Agreement.





5.  [I
      have
      disclosed to the Master Servicer's certified public accountants all significant
      deficiencies relating to the Company's compliance with the minimum servicing
      standards in accordance with a review conduced in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar standard as set
      forth
      in the Agreement.]* [The Assessment of Compliance and Attestation Report of
      the
      Company have been delivered to the Purchaser as required under the Agreement.
      Following is a list of all material instances of noncompliance described in
      the
      Attestation of Compliance and Attestation Report (if none, state
“none”):___________________________.]*


[COMPANY]









By:


Name:


Title:


Date:




*
            To
                be used if a USAP Report is being delivered under the
                Agreement**
            To
                be used if an Assessment of Compliance and Attestation Report is
                being
                delivered under the Agreement





17.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit M:





EXHIBIT
      M





SUMMARY
      OF REGULATION AB


SERVICING
      CRITERIA





NOTE:
      This Exhibit M is provided for convenience of reference only. In the event
      of a
      conflict or inconsistency between the terms of this Exhibit M and the text
      of
      Regulation AB, the text of Regulation AB, its adopting release and other public
      statements of the SEC shall control.





**Item
      1122(d)**




|(a) | General
              servicing considerations.
|--- | -----------------------------------------------



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




(2)  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.




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




(4)  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.




|(b) | Cash
              collection and administration.
|--- | -------------------------------------------------



(1)  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.




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




(3)  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.




(4)  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.




(5)  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.




(6)  Unissued
      checks are safeguarded so as to prevent unauthorized access.




(7)  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.




|(c) | Investor
              remittances and reporting.
|--- | -------------------------------------------------



(1)  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.




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




(3)  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.




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




|(d) | Mortgage
              Loan administration.
|--- | -------------------------------------------



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




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




(3)  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.




(4)  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.




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




(6)  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 mortgage
      loan documents.




(7)  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.




(8)  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).




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




(10)  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.




(11)  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.




(12)  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.




(13)  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.




(14)  Delinquencies,
      charge-offs and uncollectable accounts are recognized and recorded in accordance
      with the transaction agreements.




(15)  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.





18.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit N:


EXHIBIT
      N





SUMMARY
      OF APPLICABLE REGULATION AB REQUIREMENTS





NOTE:
      This Exhibit N is provided for convenience of reference only. In the event
      of a
      conflict or inconsistency between the terms of this Exhibit N and the text
      of
      Regulation AB, the text of Regulation AB, its adopting release and other public
      statements of the SEC shall control.




**Item
      1105(a)(1)-(3) and (c)**





-Provide
      static pool information with respect to mortgage loans that were originated
      or
      purchased by the Company and which are of the same type as the Mortgage
      Loans.




-Provide
      static pool information regarding delinquencies, cumulative losses and
      prepayments for prior securitized pools of the Company.




-If
      the
      Company has less than 3 years experience securitizing assets of the same type
      as
      the Mortgage Loans, provide the static pool information by vintage origination
      years regarding loans originated or purchased by the Company, instead of by
      prior securitized pool. A vintage origination year represents mortgage loans
      originated during the same year.




-Such
      static pool information shall be for the prior five years, or for so long as
      the
      Company has been originating or purchasing (in the case of data by vintage
      origination year) or securitizing (in the case of data by prior securitized
      pools) such mortgage loans if for less than five years.




-The
      static pool information for each vintage origination year or prior securitized
      pool, as applicable, shall be presented in monthly increments over the life
      of
      the mortgage loans included in the vintage origination year or prior securitized
      pool.




-Provide
      summary information for the original characteristics of the prior securitized
      pools or vintage origination years, as applicable and material, including:
      number of pool assets, original pool balance, weighted average initial loan
      balance, weighted average mortgage rate, weighted average and minimum and
      maximum FICO, product type, loan purpose, weighted average and minimum and
      maximum LTV, distribution of loans by mortgage rate, and geographic
      concentrations of 5% or more.







**Item
      1108(b) and (c)**





Provide
      the following information with respect to each servicer that will service,
      including interim service, 20% or more of the mortgage loans in any loan group
      in the securitization issued in the Pass-Through Transfer:




-a
      description of the Company’s form of organization;




-a
      description of how long the Company has been servicing residential mortgage
      loans; a general discussion of the Company’s experience in servicing assets of
      any type as well as a more detailed discussion of the Company’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 Company’s portfolio of mortgage loans of the type similar to
      the Mortgage Loans and information on factors related to the Company that may
      be
      material to any analysis of the servicing of the Mortgage Loans or the related
      asset-backed securities, as applicable, including whether any default or
      servicing related performance trigger has occurred as to any other
      securitization due to any act or failure to act of the Company, whether any
      material noncompliance with applicable servicing criteria as to any other
      securitization has been disclosed or reported by the Company, and the extent
      of
      outsourcing the Company uses;




-a
      description of any material changes to the Company’s policies or procedures in
      the servicing function it will perform under this Agreement and any
      Reconstitution Agreements for mortgage loans of the type similar to the Mortgage
      Loans during the past three years;




-information
      regarding the Company’s financial condition to the extent that there is a
      material risk that the effect on one or more aspects of servicing resulting
      from
      such financial condition could have a material impact on the performance of
      the
      securities issued in the Pass-Through Transfer, or on servicing of mortgage
      loans of the same asset type as the Mortgage Loans;




-any
      special or unique factors involved in servicing loans of the same type as the
      Mortgage Loans, and the Company’s processes and procedures designed to address
      such factors;




-statistical
      information regarding principal and interest advances made by the Company on
      the
      Mortgage Loans and the Company’s overall servicing portfolio for the past three
      years; and




-the
      Company’s process for handling delinquencies, losses, bankruptcies and
      recoveries, such as through liquidation of REO Properties, foreclosure, sale
      of
      the Mortgage Loans or workouts.




**Item
      1110(a)**





-Identify
      any originator or group of affiliated originators that originated, or is
      expected to originate, 10% or more of the mortgage loans in any loan group
      in
      the securitization issued in the Pass-Through Transfer.







**Item
      1110(b)**





Provide
      the following information with respect to any originator or group of affiliated
      originators that originated, or is expected to originate, 20% or more of the
      mortgage loans in any loan group in the securitization issued in the
      Pass-Through Transfer:




-the
      Company’s form of organization; and




-a
      description of the Company’s origination program and how long the Company has
      been engaged in originating residential mortgage loans, which description must
      include a discussion of the Company’s experience in originating mortgage loans
      of the same type as the Mortgage Loans and information regarding the size and
      composition of the Company’s origination portfolio as well as information that
      may be material to an analysis of the performance of the Mortgage Loans, such
      as
      the Company’s credit-granting or underwriting criteria for mortgage loans of the
      same type as the Mortgage Loans.







**Item
      1117**





-describe
      any legal proceedings pending against the Company or against any of its
      property, including any proceedings known to be contemplated by governmental
      authorities, that may be material to the holders of the securities issued in
      the
      Pass-Through Transfer.







**Item
      1119(a)**





-describe
      any affiliations of the Company, each other originator of the Mortgage Loans
      and
      each Subservicer with the sponsor, depositor, issuing entity, trustee, any
      originator, any other servicer, any significant obligor, enhancement or support
      provider or any other material parties related to the Pass-Through
      Transfer.







**Item
      1119(b)**





-describe
      any business relationship, agreement, arrangement, transaction or understanding
      entered into outside of the ordinary course of business or on terms other than
      those obtained in an arm’s length transaction with an unrelated third party,
      apart from the Pass-Through Transfer, between the Company, each other originator
      of the Mortgage Loans and each Subservicer, or their respective affiliates,
      and
      the sponsor, depositor or issuing entity or their respective affiliates, that
      exists currently or has existed during the past two years, that may be material
      to the understanding of an investor in the securities issued in the Pass-Through
      Transfer.




**Item
      1119(c)**





-describe
      any business relationship, agreement, arrangement, transaction or understanding
      involving or relating to the Mortgage Loans or the Pass-Through Transfer,
      including the material terms and approximate dollar amount involved, between
      the
      Company, each other originator of the Mortgage Loans and each Subservicer,
      or
      their respective affiliates and the sponsor, depositor or issuing entity or
      their respective affiliates, that exists currently or has existed during the
      past two years.




19.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit O:





EXHIBIT
      O





SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE





The
      assessment of compliance to be delivered by [the Company] [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.1122(d)(1)(ii)
            If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.1122(d)(1)(iii)
            Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.1122(d)(1)(iv)
            A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.**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.1122(d)(2)(ii)
            Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.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.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.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.1122(d)(2)(vi)
            Unissued
                checks are safeguarded so as to prevent unauthorized
                access.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.**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.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.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.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.**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
                agreements1122(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.1122(d)(4)(v)
            The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.1122(d)(4)(vi)
            Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.1122(d)(4)(vii)
            Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.1122(d)(4)(viii)
            Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).1122(d)(4)(ix)
            Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.1122(d)(4)(x)
            Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.1122(d)(4)(xi)
            Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.1122(d)(4)(xii)
            Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.1122(d)(4)(xiii)
            Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.1122(d)(4)(xiv)
            Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.1122(d)(4)(xv)
            Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.







[NAME
      OF
      COMPANY] [NAME OF SUBSERVICER]




Date:  _________________________









By:  _________________________


Name:


Title:





20.  Except
      as
      amended above, the Agreement shall continue to be in full force and effect
      in
      accordance with its terms.





21.  This
      Amendment may be executed by one or more of the parties hereto on any number
      of
      separate counterparts and of said counterparts taken together shall be deemed
      to
      constitute one and the same instrument.





[SIGNATURE
      PAGES FOLLOW]








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


EMC
      MORTGAGE CORPORATION,




as
      Purchaser




By:
      _______________________


Name:


Title:




FIRST
      HORIZON HOME LOAN CORPORATION


Seller





By:
      _______________________


Name:


Title:





FIRST
      TENNESSEE MORTGAGE SERVICES, INC.


Servicer





By:
      _______________________


Name:


Title: