Unassociated Document


    WILSHIRE
      CREDIT CORPORATION,

    as
      Servicer

     

    OCWEN
      LOAN SERVICING, LLC,

    as
      Servicer

     

    PNC
      BANK,
      N.A.,

    as
      Servicer

     

    SELECT
      PORTFOLIO SERVICING, INC.,

    as
      Special Servicer

     

    HOME
      EQUITY MORTGAGE TRUST 2006-2,

    as
      Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Indenture Trustee

     

    ______________________

    


    SERVICING
      AGREEMENT

    


    Dated
      as
      of April 28, 2006

     

    ______________________

    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

     

    
TABLE
      OF CONTENTS

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	 	
              Section
                1.01

            	
              Definitions

            	 


    

    
      	 	
              Section
                1.02

            	
              Other
                Definitional Provisions

            	 


    

    
      	 	
              Section
                1.03

            	
              Interest
                Calculations

            	 


    

     

    ARTICLE
      II

     

    Representations
      and Warranties

     

    
      	 	
              Section
                2.01

            	
              Representations
                and Warranties Regarding the Servicers and the Special
                Servicer

            	 


    

    
      	 	
              Section
                2.02

            	
              Representations
                and Warranties of the Issuer

            	 


    

    
      	 	
              Section
                2.03

            	
              Breaches
                of Representations and Warranties; Notice

            	 


    

     

    ARTICLE
      III

     

    Administration
      and Servicing of Loans

     

    
      	 	
              Section
                3.01

            	
              The
                Servicers

            	 


    

    
      	 	
              Section
                3.02

            	
              Collection
                of Certain Loan Payments.

            	 


    

    
      	 	
              Section
                3.03

            	
              Withdrawals
                from the Custodial Accounts

            	 


    

    
      	 	
              Section
                3.04

            	
              Maintenance
                of Hazard Insurance; Property Protection Expenses.

            	 


    

    
      	 	
              Section
                3.05

            	
              Modification
                Agreements

            	 


    

    
      	 	
              Section
                3.06

            	
              Trust
                Estate; Loan Files

            	 


    

    
      	 	
              Section
                3.07

            	
              Realization
                Upon Defaulted Loans; Loss Mitigation

            	 


    

    
      	 	
              Section
                3.08

            	
              Issuer
                and Indenture Trustee to Cooperate

            	 


    

    
      	 	
              Section
                3.09

            	
              Servicing
                Compensation and Master Servicing Compensation; Payment of Certain
                Expenses by Servicers.

            	 


    

    
      	 	
              Section
                3.10

            	
              Annual
                Statement as to Compliance

            	 


    

    
      	 	
              Section
                3.11

            	
              Assessments
                of Compliance and Attestation Reports

            	 


    

    
      	 	
              Section
                3.12

            	
              Access
                to Certain Documentation and Information Regarding the
                Loans

            	 


    

    
      	 	
              Section
                3.13

            	
              Maintenance
                of Certain Servicing Insurance Policies.

            	 


    

    
      	 	
              Section
                3.14

            	
              Information
                Required by the Internal Revenue Service and Reports of Foreclosures
                and
                Abandonments of Mortgaged Property

            	 


    

    
      	 	
              Section
                3.15

            	
              Periodic
                Filings.

            	 


    

    
      	 	
              Section
                3.16

            	
              HELOC
                Draws; Excluded Amounts.

            	 


    

    
      	 	
              Section
                3.17

            	
              Duties
                of the Credit Risk Manager.

            	 


    

    
      	 	
              Section
                3.18

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            	 


    

    
      	 	
              Section
                3.19

            	
              Advances
                by the Servicers.

            	 


    

    
      	 	
              Section
                3.20

            	
              Indenture
                Trustee to Act as servicer.

            	 


    

    
      	 	
              Section
                3.22

            	
              Special
                Serviced Loans.

            	 


    

    
      	 	
              Section
                3.23

            	
              Advance
                Facility.

            	 


    

     

    ARTICLE
      IV

     

    Servicing
      Certificates

     

    
      	 	
              Section
                4.01

            	
              Statements
                to Securityholders

            	 


    

     

    ARTICLE
      V

     

    Payment
      Account

     

    
      	 	
              Section
                5.01

            	
              Payment
                Account

            	 


    

     

    ARTICLE
      VI

     

    The
      Servicers and the Special Servicer

     

    
      	 	
              Section
                6.01

            	
              Liability
                of the Servicers and the Special Servicer

            	 


    

    
      	 	
              Section
                6.02

            	
              Merger
                or Consolidation of, or Assumption of the Obligations of the Special
                Servicer or a Servicer

            	 


    

    
      	 	
              Section
                6.03

            	
              Limitation
                on Liability of the Servicers, the Special Servicer and
                Others

            	 


    

    
      	 	
              Section
                6.04

            	
              Special
                Servicer and Servicers Not to Resign

            	 


    

    
      	 	
              Section
                6.05

            	
              Delegation
                of Duties

            	 


    

     

    ARTICLE
      VII

     

    Default

     

    
      	 	
              Section
                7.01

            	
              Servicing
                Default

            	 


    

    
      	 	
              Section
                7.02

            	
              Indenture
                Trustee to Act; Appointment of Successor

            	 


    

    
      	 	
              Section
                7.03

            	
              Notification
                to Securityholders

            	 


    

     

    ARTICLE
      VIII

     

    Miscellaneous
      Provisions

     

    
      	 	
              Section
                8.01

            	
              Amendment

            	 


    

    
      	 	
              Section
                8.02

            	
              GOVERNING
                LAW

            	 


    

    
      	 	
              Section
                8.03

            	
              Notices

            	 


    

    
      	 	
              Section
                8.04

            	
              Severability
                of Provisions

            	 


    

    
      	 	
              Section
                8.05

            	
              Third-Party
                Beneficiaries

            	 


    

    
      	 	
              Section
                8.06

            	
              Counterparts

            	 


    

    
      	 	
              Section
                8.07

            	
              Effect
                of Headings and Table of Contents

            	 


    

    
      	 	
              Section
                8.08

            	
              Termination

            	 


    

    
      	 	
              Section
                8.09

            	
              Certain
                Matters Affecting the Indenture Trustee

            	 


    

    
      	 	
              Section
                8.10

            	
              Owner
                Trustee Not Liable for Loan Files

            	 


    

    
      	 	
              Section
                8.11

            	
              Entire
                Agreement.

            	 


    

     

    
      	EXHIBIT A	
              LOAN
                SCHEDULE

            
	 	 
	EXHIBIT B	
              LIMITED
                POWER OF ATTORNEY

            
	 	 
	EXHIBIT C	
              FORM
                OF REQUEST FOR RELEASE

            
	 	 
	EXHIBIT D-1	
              [RESERVED]

            
	 	 
	EXHIBIT D-2 	
              FORM
                OF SERVICER CERTIFICATION

            
	 	 
	EXHIBIT E	
              CHARGED
                OFF LOAN DATA REPORT

            
	 	 
	EXHIBIT F	SERVICING CRITERIA TO BE ADDRESSED 
              IN
                ASSESSMENT OF COMPLIANCE

            
	 	 
	EXHIBIT G 	
              FORM
                OF PNC REPORT TO CREDIT RISK MANAGER

            
	 	 
	EXHIBIT H	
              DATA
                FIELDS FOR WILSHIRE SERVICED LOANS

              TRANSFERRED
                TO SPS

            
	 	 
	EXHIBIT I	
              FORM
                10-D, FORM 8-K AND FORM 10-K REPORTING

              RESPONSIBILITY

            
	 	 
	EXHIBIT J	
              FORM
                OF SERVICING CERTIFICATE

            
	 	 
	SCHEDULE I	
              REPRESENTATIONS
                AND WARRANTIES OF WILSHIRE

            
	 	 
	SCHEDULE II 	
              REPRESENTATIONS
                AND WARRANTIES OF OCWEN

            
	 	 
	SCHEDULE III	
              REPRESENTATIONS
                AND WARRANTIES OF PNC

            
	 	 
	SCHEDULE IV	
              REPRESENTATIONS
                AND WARRANTIES OF
                SPS

            


    

     

     

    
      
        
          
            	 	
                     

                  	 


          

          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
           

        

      

    



    This
      is a
      Servicing Agreement, dated as of April 28, 2006, among Wilshire Credit
      Corporation as a servicer (“Wilshire”), Ocwen Loan Servicing, LLC as a servicer
      (“Ocwen”), Select Portfolio Servicing, Inc. as special servicer (“SPS”), PNC
      Bank, N.A. as a servicer (“PNC” and together with Wilshire, Ocwen and SPS, the
“Servicers”), Home Equity Mortgage Trust 2006-2 (the “Issuer”) and U.S. Bank
      National Association as indenture trustee (in such capacity, the “Indenture
      Trustee”).

     

    W
      I T N E
      S S E T H T H A T:

    


    WHEREAS,
      pursuant to the terms of the Loan Purchase Agreement, DLJ Mortgage Capital,
      Inc.
      (in such capacity, the “Seller”) will sell to Asset Backed Securities
      Corporation (in such capacity, the “Depositor”) the Loans together with the Loan
      Files on the Closing Date and thereafter all Additional Balances created on
      or
      after the Cut-off Date;

     

    WHEREAS,
      the Depositor will sell the Loans and all of its rights under the Loan Purchase
      Agreement to the Issuer, together with the Loan Files on the Closing Date and
      thereafter all Additional Balances relating thereto created on or after the
      Cut-off Date;

     

    WHEREAS,
      pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer
      the Certificates to the Depositor;

     

    WHEREAS,
      pursuant to the terms of the Indenture, the Issuer will issue and transfer
      the
      Notes to the Depositor; and

     

    WHEREAS,
      pursuant to the terms of this Servicing Agreement, each Servicer will service
      the related Loans directly or through one or more Subservicers;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Definitions.
      For all
      purposes of this Servicing Agreement, except as otherwise expressly provided
      herein or unless the context otherwise requires, capitalized terms not otherwise
      defined herein shall have the meanings assigned to such terms in the Definitions
      contained in Appendix A to the Indenture dated as of April 28, 2006 (the
“Indenture”), among the Issuer and the Indenture Trustee, which is incorporated
      by reference herein. All other capitalized terms used herein shall have the
      meanings specified herein.

     

    Section
      1.02  Other
      Definitional Provisions.
      (a)
      All
      terms defined in this Servicing Agreement shall have the defined meanings when
      used in any certificate or other document made or delivered pursuant hereto
      unless otherwise defined therein.

     

    (b)  As
      used
      in this Servicing Agreement and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Servicing Agreement or in any such certificate or other document, and accounting
      terms partly defined in this Servicing Agreement or in any such certificate
      or
      other document, to the extent not defined, shall have the respective meanings
      given to them under generally accepted accounting principles. To the extent
      that
      the definitions of accounting terms in this Servicing Agreement or in any such
      certificate or other document are inconsistent with the meanings of such terms
      under generally accepted accounting principles, the definitions contained in
      this Servicing Agreement or in any such certificate or other document shall
      control.

     

    (c)  The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
      Servicing Agreement shall refer to this Servicing Agreement as a whole and
      not
      to any particular provision of this Servicing Agreement; Section and
      Exhibit references contained in this Servicing Agreement are references to
      Sections and Exhibits in or to this Servicing Agreement unless otherwise
      specified; and the term “including” shall mean “including without limitation;”
“or” shall include “and/or;” and the term “proceeds” shall have the meaning
      ascribed thereto in the UCC.

     

    (d)  The
      definitions contained in this Servicing Agreement are applicable to the singular
      as well as the plural forms of such terms and to the masculine as well as the
      feminine and neuter genders of such terms.

     

    (e)  Any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns.

     

    Section
      1.03  Interest
      Calculations.
      All
      calculations of interest hereunder that are made in respect of the Principal
      Balance of a Loan shall be made in accordance with the Mortgage Note. The
      calculation of the Servicing Fee payable to each Servicer and the Master
      Servicing Fee and the Credit Risk Manager Fee shall be made on the basis of
      a
      30-day month and a year assumed to consist of 360 days.

     

    ARTICLE
      II

     

    Representations
      and Warranties

     

    Section
      2.01  Representations
      and Warranties Regarding the Servicers and the Special Servicer.
      Each of
      Wilshire, Ocwen, PNC and SPS makes the representations and warranties set forth
      in Schedule I, II, III and IV, respectively, to the other parties hereto (other
      than the other Servicers) and the Insurer, as of the Closing Date.

     

    Section
      2.02  Representations
      and Warranties of the Issuer.
      The
      Issuer hereby represents and warrants to each Servicer and the Special Servicer
      and for the benefit of the Indenture Trustee and Insurer, as of the Closing
      Date:

     

    (i)  The
      Issuer is a statutory trust duly formed and in good standing under the laws
      of
      the State of Delaware and has full power, authority and legal right to execute
      and deliver this Servicing Agreement and to perform its obligations under this
      Servicing Agreement and has taken all necessary action to authorize the
      execution, delivery and performance by it of this Servicing Agreement;
      and

     

    (ii)  The
      execution and delivery by the Issuer of this Servicing Agreement and the
      performance by the Issuer of its obligations under this Servicing Agreement
      will
      not violate any provision of any law or regulation governing the Issuer or
      any
      order, writ, judgment or decree of any court, arbitrator or governmental
      authority or agency applicable to the Issuer or any of its assets. Such
      execution, delivery, authentication and performance will not conflict with,
      or
      result in a breach or violation of, any mortgage, deed of trust, lease or other
      agreement or instrument to which the Issuer is bound.

     

    Section
      2.03  Breaches
      of Representations and Warranties; Notice.
      Upon
      the discovery by a Servicer, the Indenture Trustee, the Insurer or the Issuer
      of
      a breach of any of the representations and warranties made in the Loan Purchase
      Agreement, in respect of any Loan which materially and adversely affects the
      interests of the Securityholders or the Insurer, the party discovering such
      breach or existence shall give prompt written notice to the other parties
      hereto, the Seller, the Depositor, the Insurer and the Custodian. The related
      Servicer, upon its discovery of such a breach or after notification of such
      a
      breach by another party, pursuant to the Loan Purchase Agreement, Custodial
      Agreement or otherwise, shall promptly notify the Seller of such breach and
      request that, pursuant to the terms of the Loan Purchase Agreement, the Seller
      either (i) cure such breach, or in the case of a breach which has the effect
      of
      making a Loan fail to be a “qualified mortgage” within the meaning of
      Section 860G of the Internal Revenue Code, in all material respects within
      120 days from the date the Seller was notified of such breach or (ii) repurchase
      such Loan from the Issuer at the price and in the manner set forth in
      Section 1 or Section 3 of the Loan Purchase Agreement; provided that
      the Seller shall, subject to compliance with all the conditions set forth in
      the
      Loan Purchase Agreement, have the option to substitute an Eligible Substitute
      Loan or Loans for such Loan, provided that such substitution occurs within
      two
      years following the Closing Date. Payments due with respect to Eligible
      Substitute Loans in the month of substitution shall not be transferred to the
      Issuer and will be retained by the related Servicer and remitted by the related
      Servicer to the Seller on the next succeeding Payment Date provided a payment
      at
      least equal to the applicable Monthly Payment has been received by the Issuer
      for such month in respect of the Loan to be removed. The related Servicer shall
      notify the Insurer and the Indenture Trustee and the Indenture Trustee shall
      amend or cause to be amended the Loan Schedule to reflect the removal of such
      Loan and the substitution of the Eligible Substitute Loans and the Indenture
      Trustee shall promptly deliver the amended Loan Schedule to the Owner Trustee
      and the Indenture Trustee.

     

    Upon
      receipt of the Repurchase Price, or upon completion of such substitution, the
      related Servicer shall notify the related Custodian and then the related
      Custodian shall, pursuant to the terms of the related Custodial Agreement,
      deliver the Loan Files to such Servicer, together with all relevant endorsements
      and assignments prepared by such Servicer which the Indenture Trustee shall
      execute.

     

    In
      connection with the substitution of one or more Eligible Substitute Loans for
      one or more Deleted Loans, the related Servicer shall determine the Substitution
      Amount therefor (after application of the principal portion of the Monthly
      Payments due in the month of substitution that are to be distributed to the
      Custodial Account in the month of substitution) and notify the Seller of such
      amount to be deposited into the Custodial Account pursuant to the Loan Purchase
      Agreement.

     

    ARTICLE
      III

     

    Administration
      and Servicing of Loans

     

    Section
      3.01  The
      Servicers.
      (a)
      Each
      Servicer, severally and not jointly, either itself or through a subservicer,
      shall service and administer the related Loans in accordance with this Servicing
      Agreement and Accepted Servicing Practices, and shall have full power and
      authority, acting alone, to do or cause to be done any and all things in
      connection with such servicing and administration which the related Servicer
      may
      deem necessary or desirable and consistent with the terms of this Servicing
      Agreement and with Accepted Servicing Practices. Each Servicer shall service
      and
      administer the related Loans through the exercise of the same care that it
      customarily employs for its own account. The Loans “related” to a Servicer and
      for which such Servicer will be obligated to service hereunder are those Loans
      for which the Loan Schedule identifies being serviced by such Servicer. In
      no
      event shall any Servicer have any responsibility or liability with respect
      to
      any of the Loans serviced by the other Servicers. Notwithstanding anything
      in
      this Agreement, any Subservicing Agreement or Credit Risk Management Agreement
      to the contrary, none of Wilshire, Ocwen nor PNC shall have any duty or
      obligation to enforce any Credit Risk Management Agreement to which it is not
      a
      party or to supervise, monitor or oversee the activities of the Credit Risk
      Manager under its Credit Risk Management Agreement (if applicable) with respect
      to any action taken or not taken by any other Servicer, pursuant to a
      recommendation of the Credit Risk Manager. Consistent with the terms of this
      Servicing Agreement and subject to the final sentence of this Section 3.01(a),
      each Servicer may waive, modify or vary any term of any Loan or consent to
      the
      postponement of any such term or in any manner grant indulgence to any Mortgagor
      if in the related Servicer’s reasonable and prudent determination such waiver,
      modification, postponement or indulgence is not materially adverse to the
      Indenture Trustee, the Insurer or the Securityholders. Without limiting the
      generality of the foregoing, each Servicer shall continue, and is hereby
      authorized and empowered, to prepare, execute and deliver, all instruments
      of
      satisfaction or cancellation, or of partial or full release, discharge and
      all
      other comparable instruments, with respect to the related Loans and with respect
      to the Mortgaged Properties. Notwithstanding the foregoing, no Servicer may
      modify or permit any Subservicer to modify any Loan (including without
      limitation any modification that would change the Mortgage Interest Rate,
      forgive the payment of any principal or interest (unless in connection with
      the
      liquidation of the related Loan) or extend the final maturity date of such
      Loan)
      unless such Loan is in default or, in the judgment of the related Servicer,
      such
      default is reasonably foreseeable.

     

    In
      accordance with the standards of the preceding paragraph, each Servicer shall
      advance or cause to be advanced funds as necessary for the purpose of effecting
      the payment of taxes and assessments on any Mortgaged Property (to the extent
      such Servicer has been notified that such taxes or assessments have not paid
      by
      the related Mortgagor or the owner or the servicer of the related first lien),
      which advances shall be reimbursable as provided in Section 3.03; provided,
      however, that each Servicer shall be required to advance only to the extent
      that
      such advances, in the good faith judgment of such Servicer, will be recoverable
      by such Servicer out of Insurance Proceeds, Liquidation Proceeds, or otherwise
      out of the proceeds of the related Loan; and provided, further, that such
      payments shall be advanced within such time period required to avoid the loss
      of
      the Mortgaged Property by foreclosure of a tax or other lien. The costs incurred
      by a Servicer, if any, in effecting the timely payments of taxes and assessments
      on the Mortgaged Properties and related insurance premiums shall not, for the
      purpose of calculating monthly distributions to the Securityholders, be added
      to
      the Principal Balances of the related Loans, notwithstanding that the terms
      of
      such Loans so permit. In the event PNC is so notified, PNC shall notify the
      related Mortgagor at the time PNC receives notice that flood insurance on
      the related Mortgaged Property will expire.

     

    Each
      Servicer is authorized and empowered by the Indenture Trustee, in its own name,
      when the related Servicer believes it appropriate in its reasonable judgment
      to
      register any Loan on the MERS® System, or cause the removal from the
      registration of any Loan on the MERS® System, to execute and deliver, on behalf
      of the Indenture Trustee, any and all instruments of assignment and other
      comparable instruments with respect to such assignment or re-recording of a
      Mortgage in the name of MERS. MERS will be named as holder of the loan solely
      as
      nominee for the Indenture Trustee and its successors and assigns.

     

    The
      Indenture Trustee will provide limited powers of attorney, substantially in
      the
      form of Exhibit B hereto, to each Servicer, prepared by each Servicer, to permit
      each Servicer to act on behalf of the Indenture Trustee under this Agreement.
      Each Servicer hereby indemnifies the Indenture Trustee for all costs and
      expenses incurred by the Indenture Trustee in connection with the negligent
      or
      willful misuse of such power of attorney.

     

    Each
      Servicer shall fully report its borrower credit files related to the related
      Loans to Equifax Credit Information Services, Inc., TransUnion LLC and Experian
      in a timely manner. When required by law or it is otherwise prudent to do so,
      a
      Servicer may suspend credit reporting for any Loan.

     

    Each
      Servicer shall be entitled to rely on any electronic boarding data provided
      by
      any prior servicer of the related Loan or the originator of such Loan, and
      no
      Servicer shall be liable for any errors in any such information. Notwithstanding
      the foregoing, in the event a Servicer is aware of a discrepancy between any
      such electronic boarding data and the terms of the related Mortgage Note, such
      Servicer shall rely conclusively on the terms set forth under the Mortgage
      Note.

     

    If
      the
      Mortgage relating to a Loan did not have a lien senior to the Loan on the
      related Mortgaged Property as of the Cut-off Date, then the related Servicer,
      in
      such capacity, may not consent to the placing of a lien senior to that of the
      Mortgage on the related Mortgaged Property. If the Mortgage relating to a Loan
      had a lien senior to the Loan on the related Mortgaged Property as of the
      Cut-off Date, then the related Servicer, in such capacity, may consent to the
      refinancing of the prior senior lien, provided, that such refinancing conforms
      to the related Servicer’s standard subordination underwriting guidelines which
      shall at all times conform with Accepted Servicing Practices and the provisions
      of this Servicing Agreement.

     

    The
      relationship of each Servicer (and of any successor to each Servicer as servicer
      under this Servicing Agreement) to the Issuer under this Servicing Agreement
      is
      intended by the parties to be that of an independent contractor and not that
      of
      a joint venturer, partner or agent.

     

    (b)  Each
      Servicer may enter into Subservicing Agreements with Subservicers for the
      servicing and administration of certain of the related Loans. Each Subservicer
      of a Loan shall be entitled to receive and retain, as provided in the related
      Subservicing Agreement and in Section 3.02, the related Subservicing Fee
      from payments of interest received on such Loan after payment of all amounts
      required to be remitted to the related Servicer in respect of such Loan.
      References in this Servicing Agreement to actions taken or to be taken by a
      Servicer in servicing the Loans include actions taken or to be taken by a
      Subservicer on behalf of such Servicer. Each Subservicing Agreement will be
      upon
      such terms and conditions as are not inconsistent with this Servicing Agreement
      and as the related Servicer and the Subservicer have agreed. With the approval
      of the related Servicer, a Subservicer may delegate its servicing obligations
      to
      third-party servicers, but such Subservicers will remain obligated under the
      related Subservicing Agreements. Each Servicer and the related Subservicer
      may
      enter into amendments to the related Subservicing Agreements; provided,
      however,
      that
      any such amendments shall not cause the related Loans to be serviced in a manner
      that would be materially inconsistent with the standards set forth in this
      Servicing Agreement. Each Servicer shall be entitled to terminate any
      Subservicing Agreement in accordance with the terms and conditions thereof
      and
      without any limitation by virtue of this Servicing Agreement; provided,
      however,
      that in
      the event of termination of any Subservicing Agreement by a Servicer or the
      related Subservicer, such Servicer shall either act as servicer of the related
      Loan or enter into a Subservicing Agreement with a successor Subservicer which
      will be bound by the terms of the related Subservicing Agreement.
      Notwithstanding any Subservicing Agreement, any of the provisions of this
      Servicing Agreement relating to agreements or arrangements between a Servicer
      or
      a Subservicer or reference to actions taken through a Subservicer or otherwise,
      each Servicer shall remain obligated and liable to the Indenture Trustee, the
      Insurer and the Issuer for the servicing and administering of the related Loans
      in accordance with the provisions of this Section 3.01 without diminution
      of such obligation or liability by virtue of such Subservicing Agreements or
      arrangements or by virtue of indemnification from the Subservicer and to the
      same extent and under the same terms and conditions as if such Servicer alone
      were servicing and administering the related Loans. Each Servicer shall be
      entitled to enter into any agreement with a Subservicer for indemnification
      of
      such Servicer and nothing contained in this Servicing Agreement shall be deemed
      to limit or modify such indemnification.

     

    From
      and
      after the Closing Date, each Servicer agrees that it will not take any action
      or
      permit or cause any action to be taken by any of its agents or affiliates,
      or by
      any independent contractors on such Servicer’s behalf, to personally, by
      telephone, by mail, or electronically by e-mail or through the internet or
      otherwise, solicit the borrower or obligor under any related Loan to refinance
      the Loan, in whole or in part, without the prior written consent of the Issuer.
      It is understood and agreed that all rights and benefits relating to the
      solicitation of any Mortgagors to refinance any Loans and the attendant rights,
      title and interest in and to the list of such Mortgagors and data relating
      to
      their Mortgages (including insurance renewal dates) shall be transferred to
      the
      Issuer on the Closing Date and no Servicer shall take any action to undermine
      these rights and benefits. Notwithstanding the foregoing, it is understood
      and
      agreed that the following shall not constitute solicitation under this Section
      3.01: (i) promotions undertaken by a Servicer or any affiliate of a Servicer
      which are directed to the general public at large, or segments thereof, provided
      that no segment shall consist primarily of the borrowers or obligors under
      the
      related Loans, including, without limitation, mass mailing based on commercially
      acquired mailing lists, newspaper, radio and television advertisements, (ii)
      promotions undertaken by a Servicer based on such Servicer’s own independent
      customer databases and (iii) responding to a request unsolicited by such
      Servicer and initiated by a Mortgagor or obligor under any Loan relating to
      refinancing. This Section 3.01 shall not be deemed to preclude a Servicer
      or any of its affiliates from soliciting any Mortgagor for any other financial
      products or services. Each Servicer shall use its efforts required by applicable
      law to prevent the sale of the name of any Mortgagor to any Person who is not
      an
      affiliate of such Servicer.

     

    In
      the
      event that the rights, duties and obligations of a Servicer are terminated
      hereunder, any successor to the related Servicer in its sole discretion may,
      to
      the extent permitted by applicable law, terminate the existing Subservicing
      Agreement with any Subservicer in accordance with the terms of the applicable
      Subservicing Agreement or assume the terminated Servicer’s rights and
      obligations under such subservicing arrangements which termination or assumption
      will not violate the terms of such arrangements.

     

    As
      part
      of its servicing activities hereunder, each Servicer, for the benefit of the
      Securityholders, shall use reasonable efforts to enforce the obligations of
      each
      Subservicer under the related Subservicing Agreement, to the extent that the
      non-performance of any such obligation would have a material adverse effect
      on a
      Loan. Such enforcement, including, without limitation, the legal prosecution
      of
      claims, termination of Subservicing Agreements and the pursuit of other
      appropriate remedies, shall be in such form and carried out to such an extent
      and at such time as the related Servicer would employ in its good faith business
      judgment and require were it the owner of the related Loans and which are normal
      and usual in its general mortgage servicing activities. Each Servicer shall
      pay
      the costs of such enforcement at its own expense, and shall be reimbursed
      therefor only (i) from a general recovery resulting from such enforcement to
      the
      extent, if any, that such recovery exceeds all amounts due in respect of the
      related Loan or (ii) from a specific recovery of costs, expenses or attorneys
      fees against the party against whom such enforcement is directed.

     

    Each
      Servicer shall comply with the obligations set forth in Section 11.01 of the
      Indenture, subject to Section 6.03 hereof. 

     

    Section
      3.02  Collection
      of Certain Loan Payments.

     

    (a)  Each
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the related Loans, and shall, to the extent such
      procedures are consistent with this Servicing Agreement, Accepted Servicing
      Practices and any related insurance policy, follow such collection procedures
      as
      it would employ in its good faith business judgment and which are normal and
      usual in its general mortgage servicing activities and consistent with the
      procedures that such Servicer employs in servicing all other Loans in its
      servicing portfolio with characteristics similar to these of the related Loans.
      Consistent with the foregoing, and without limiting the generality of the
      foregoing, each Servicer may in its discretion waive any late payment charge,
      prepayment charge or penalty interest or other fees which may be collected
      in
      the ordinary course of servicing such Loan. Subject to the final sentence of
      Section 3.01(a), each Servicer may also extend the Due Date for payment due
      on a
      Loan, provided,
      however,
      that a
      Servicer shall first determine that any such waiver or extension will not impair
      the coverage of any related insurance policy or materially adversely affect
      the
      lien of the related Mortgage (except as described below) or the interests of
      the
      Securityholders or the Insurer. Consistent with the terms of this Servicing
      Agreement (including the final sentence of Section 3.01(a)) and without limiting
      the generality of the foregoing, each Servicer may also:

     

    (i)  waive,
      modify or vary any term of any Loan;

     

    (ii)  consent
      to the postponement of strict compliance with any such term or in any manner
      grant indulgence to any Mortgagor;

     

    (iii)  arrange
      with a Mortgagor a schedule for the payment of principal and interest due and
      unpaid;

     

    (iv)  forgive
      any portion of the amounts contractually owed under the Loan;

     

    (v)  reset
      the
      Due Date for the Loan; or

     

    (vi)  any
      combination of the foregoing;

     

    if
      in the
      related Servicer’s determination such waiver, modification, postponement or
      indulgence, arrangement or other action referred to above is not materially
      adverse to the interests of the Securityholders or the Insurer and is generally
      consistent with such Servicer’s policies with respect to mortgage loans similar
      to the related Loans. Such Loans will not be considered “delinquent” for the
      purposes of the Basic Documents so long as the Mortgagor complies with the
      terms
      of such waiver, modification, postponement or indulgence.

     

    (b)  Each
      Servicer shall establish a Custodial Account, which shall be an Eligible
      Account, titled “[Servicer’s name], in trust for the Holders of Asset Backed
      Securities Corporation, Home Equity Asset-Backed Securities, Series 2006-2” or,
      if established and maintained by a Subservicer on behalf of the related
      Servicer, “[Subservicer’s name], in trust for [Servicer’s name]” or
“[Subservicer’s name], as agent, trustee and/or bailee of principal and interest
      custodial account for [Servicer’s name], its successors and assigns, for various
      owners of interest in [Servicer’s name] mortgage-backed pools,” in which the
      related Servicer shall deposit or cause to be deposited any amounts representing
      payments and collections in respect of the Loans received by it subsequent
      to
      the Cut-off Date (other than in respect of the payments referred to in the
      following paragraph) within two Business Days following receipt thereof (or
      otherwise on or prior to the Closing Date or, in the case of payments that
      are
      not in the form of checks accompanied by the Servicer-provided billhead, within
      five Business Days following receipt thereof), including the following payments
      and collections received or made by it (without duplication):

     

    (i)  all
      payments of principal or interest on the related Loans received by such Servicer
      or by any Subservicer, net of any late fees or other amounts to be retained
      by
      the Servicer under this Servicing Agreement;

     

    (ii)  Net
      Liquidation Proceeds including any related Foreclosure Profit, net of any late
      fees or other amounts to be retained by such Servicer under this Servicing
      Agreement;

     

    (iii)  any
      amounts deposited by such Servicer in connection with any REO pursuant to the
      Loan Purchase Agreement;

     

    (iv)  insurance
      proceeds, other than Net Liquidation Proceeds, resulting from any insurance
      policy maintained on a Mortgaged Property, except for insurance proceeds for
      the
      repair or restoration of the related Mortgaged Property or released to the
      related Mortgagor in accordance with Accepted Servicing Practices, the related
      Loan File or applicable law;

     

    (v)  all
      Condemnation Proceeds affecting any Mortgaged Property which are not released
      to
      the Mortgagor in accordance with the Seller’s normal servicing procedures, the
      documents in the Mortgage File or applicable law.

     

    (vi)  all
      proceeds (including the Repurchase Price) of any Loans repurchased by the Seller
      pursuant to the Loan Purchase Agreement, and all Substitution Adjustment Amounts
      required to be deposited by the Seller in connection with the substitution
      of an
      Eligible Substitute Loan pursuant to the Loan Purchase Agreement;

     

    (vii)  any
      amounts required to be deposited in the Custodial Account pursuant to
      Section 3.08;

     

    (viii)  amounts
      required to be paid by the related Servicer pursuant to Section
      3.04;

     

    (ix)  all
      Advances made by such Servicer pursuant to Section 3.19;

     

    (x)  with
      respect to each Principal Prepayment on the Loans (other than the HELOCs),
      the
      Compensating Interest Payment, if any, for the related Prepayment Period;
      and

     

    (xi)  all
      Prepayment Charges.

     

    provided,
      however,
      that
      with respect to each Collection Period, each Servicer shall be permitted to
      retain from payments in respect of interest on the related Loans, the related
      Servicing Fee for such Collection Period. The foregoing requirements respecting
      deposits to the related Custodial Account are exclusive, it being understood
      that, without limiting the generality of the foregoing, a Servicer need not
      deposit in the Custodial Account amounts representing fees (including annual
      fees) or late charge penalties payable by Mortgagors (such amounts to be
      retained as additional servicing compensation in accordance with
      Section 3.09 hereof), or amounts received by the related Servicer for the
      accounts of Mortgagors for application towards the payment of taxes, insurance
      premiums, assessments and similar items. In the event any amount not required
      to
      be deposited in the Custodial Account is so deposited, the related Servicer
      may
      at any time withdraw such amount from the Custodial Account, any provision
      herein to the contrary notwithstanding.

     

    Each
      Servicer may cause the institution maintaining the related Custodial Account
      to
      invest any funds in such Custodial Account in Permitted Investments, which
      shall
      mature not later than the next Servicer Remittance Date and which shall not
      be
      sold or disposed of prior to its maturity. Except as provided above, all income
      and gain realized from any such investment shall inure to the benefit of the
      related Servicer and shall be subject to its withdrawal or order from time
      to
      time. The amount of any losses incurred in respect of the principal amount
      of
      any such investments shall be deposited in the Custodial Account by the related
      Servicer out of its own funds immediately as realized.

     

    (c)  Each
      Servicer will require each related Subservicer to hold all funds constituting
      collections on the related Loans, pending remittance thereof to such Servicer,
      in one or more accounts meeting the requirements of an Eligible Account, and,
      if
      applicable, invested in Permitted Investments.

     

    (d)  Each
      Servicer may, with the prior written consent of the Indenture Trustee, transfer
      a Custodial Account to a different Eligible Account from time to
      time.

     

    Section
      3.03  Withdrawals
      from the Custodial Accounts.
      Each
      Servicer shall, from time to time as provided herein, make withdrawals from
      the
      related Custodial Account for the following purposes:

     

    (i)  in
      the
      case of PNC, from collections on the PNC Serviced Loans, (a) on a daily basis,
      from Principal Collections, to pay to PNC the amount of any Additional Balances
      as and when created during the related Collection Period and (b) to pay to
      PNC
      any Reimbursable Excluded Amounts (as defined in Section 3.16(b) hereof)
      received during the related Collection Period;

     

    (ii)  on
      each
      Servicer Remittance Date preceding a Payment Date, the related Servicer shall
      withdraw from the related Custodial Account the portion of the Interest
      Remittance Amount and Principal Remittance Amount for such Payment Date
      applicable to the Loans being serviced by such Servicer and, prior to the close
      of business on such Servicer Remittance Date, deposit such amounts into the
      Payment Account, to be distributed by the Indenture Trustee pursuant to Section
      3.16(c) hereof and by the Paying Agent in accordance with and in the order
      or
      priority set forth in Section 3.05(a) of the Indenture for such Payment
      Date, in accordance with the Servicing Certificate;

     

    (iii)  to
      the
      extent deposited to the related Custodial Account, to reimburse itself or the
      related Subservicer for previously unreimbursed expenses incurred in maintaining
      individual insurance policies pursuant to Section 3.04, or Liquidation
      Expenses paid pursuant to Section 3.07 or otherwise reimbursable pursuant
      to the terms of this Servicing Agreement (to the extent not payable pursuant
      to
      Section 3.09), such withdrawal right being limited to amounts received on
      particular Loans which represent late recoveries of the payments for which
      such
      advances were made, or from related Liquidation Proceeds or the proceeds of
      the
      purchase of such Loan;

     

    (iv)  to
      pay to
      itself out of each payment received on account of interest on a related Loan
      as
      contemplated by Section 3.09, an amount equal to the related Servicing Fee
      (to the extent not retained pursuant to Section 3.02), and to pay to any
      Subservicer any Subservicing Fees not previously withheld by the
      Subservicer;

     

    (v)  to
      pay to
      itself as additional servicing compensation any interest or investment income
      earned on funds deposited in the Custodial Account that it is entitled to
      withdraw pursuant to Section 3.02(b);

     

    (vi)  to
      pay to
      the Seller, with respect to any Loan or property acquired in respect thereof
      that has been repurchased by or otherwise transferred to the Seller, all amounts
      received thereon and not required to be distributed to Securityholders as of
      the
      date on which the related Repurchase Price is determined;

     

    (vii)  in
      the
      event that Liquidation Proceeds, if applicable, received in respect of a Loan
      are not sufficient to cover all unreimbursed expenses for which the related
      Servicer is entitled to reimbursement hereunder, such Servicer may reimburse
      itself for such expenses out of funds held in the related Custodial
      Account;

     

    (viii)  to
      transfer funds to another Eligible Account in accordance with
      Section 3.02(d) hereof;

     

    (ix)  to
      withdraw any other amount deposited in the Custodial Account that was not
      required to be deposited therein pursuant to Section 3.02;

     

    (x)  to
      clear
      and terminate the Custodial Account upon the termination of this Servicing
      Agreement;

     

    (xi)  to
      reimburse such Servicer for any unpaid Servicing Fees to which such Servicer
      is
      entitled under this Agreement, including (A) in connection with the termination
      of the obligations of such Servicer, (B) any accrued and unpaid Servicing Fees
      at the time a Loan becomes a Liquidated Loan or Charged Off Loan and (C) any
      unpaid Servicing Fees not otherwise collected from Liquidation
      Proceeds;

     

    (xii)  to
      reimburse such Servicer for (A) unreimbursed Servicing Advances, such Servicer’s
      right to reimbursement pursuant to this clause (A) with respect to any Loan
      being limited to amounts received on such Loan which represent late payments
      of
      principal and/or interest (including, without limitation, Liquidation Proceeds
      and Insurance Proceeds, amounts representing proceeds of other insurance
      policies, if any, covering the related Mortgaged Property, rental and other
      income from REO and proceeds of any purchase or repurchase of the related Loan
      with respect to such Mortgage Loan) respecting which any such advance was made
      and late recoveries of the payments for which such Servicing Advance was made
      and (B) for unpaid Servicing Fees as provided in Section 3.07
      hereof;

     

    (xiii)  to
      reimburse such Servicer for unreimbursed Advances made by it, such right of
      reimbursement pursuant to this subclause (xiii) being limited to amounts
      received on the Loan(s) in respect of which any such Advance was made (including
      without limitation, late recoveries of payments, Liquidation Proceeds and
      Insurance Proceeds, amounts representing proceeds of other insurance policies,
      if any, covering the related Mortgaged Property, rental and other income from
      REO and proceeds of any purchase or repurchase of the related Loan to the extent
      deposited in the Custodial Account);

     

    (xiv)  to
      reimburse such Servicer for any Nonrecoverable Advance previously made from
      collections or proceeds of any of the Loans serviced by such Servicer;


     

    (xv)  to
      pay
      itself any Prepayment Interest Excess; provided that in accordance with the
      definition of “Prepayment Interest Excess,” the applicable Servicer shall only
      be entitled to Prepayment Interest Excess with respect to any Loan and any
      Payment Date if the related Principal Prepayment in full is deposited to the
      related Custodial Account pursuant to Section 3.02(b)(i) hereof in the same
      month as such Principal Prepayment in full is made, to be included with
      distributions on such Payment Date;

     

    (xvi)  to
      reimburse such Servicer for any Advances or Servicing Advances made with respect
      to a delinquent Loan, which Loan has been modified by such Servicer in
      accordance with the terms of this Agreement, such right of reimbursement being
      limited to amounts received on the Loan so modified; and

     

    (xvii)  to
      reimburse such Servicer for expenses incurred and reimbursable pursuant to
      Section 6.03 hereof.

     

    Since,
      in
      connection with withdrawals pursuant to clauses (i), (iii) and (iv), each
      Servicer’s entitlement thereto is limited to collections or other recoveries on
      the related Loan, such Servicer shall keep and maintain separate accounting,
      on
      a Loan by Loan basis, for the purpose of justifying any withdrawal from the
      related Custodial Account pursuant to such clauses. Notwithstanding any other
      provision of this Servicing Agreement, each Servicer shall be entitled to
      reimburse itself for any previously unreimbursed expenses incurred pursuant
      to
      Section 3.07 or otherwise reimbursable pursuant to the terms of this
      Servicing Agreement that such Servicer determines to be otherwise
      nonrecoverable, by withdrawal from the related Custodial Account of amounts
      on
      deposit therein attributable to the related Loans on any Business Day prior
      to
      the Payment Date succeeding the date of such determination.

     

    Section
      3.04  Maintenance
      of Hazard Insurance; Property Protection Expenses.

     

    (a)  Each
      Servicer shall obtain and maintain a blanket policy insuring against losses
      arising from fire and hazards covered under extended coverage on all of the
      related Loans, which policy shall provide coverage in an amount equal to the
      amount at least equal to the least of (i) the amount of the actual direct
      physical damage to the Mortgaged Property, (ii) the amount of the outstanding
      balance on the Loan or (iii) the actual market value of the structures built
      on
      the Mortgaged Property at the time of the loss. Each Servicer shall use its
      best
      efforts to monitor that a blanket policy is maintained as described in the
      previous sentence in the same manner as it would for mortgage loans in its
      own
      portfolio. Any amounts collected by the related Servicer under any such policy
      relating to a Loan shall be deposited in the related Custodial Account subject
      to withdrawal pursuant to Section 3.03. Such policy may contain a deductible
      clause, in which case, in the event that there shall not have been maintained
      on
      the related Mortgaged Property a standard hazard insurance policy, and there
      shall have been a loss which would have been covered by such policy, the related
      Servicer shall deposit in the related Custodial Account at the time of such
      loss
      the amount not otherwise payable under the blanket policy because of such
      deductible clause, such amount to be deposited from the related Servicer’s own
      funds, without reimbursement therefor. Upon request of the Indenture Trustee,
      the related Servicer shall cause to be delivered to the Indenture Trustee a
      certified true copy of such policy and a statement that such policy shall in
      no
      event be terminated or materially modified without 30 days’ prior written notice
      to the Indenture Trustee. In connection with its activities as servicer of
      such
      Loans, the related Servicer agrees to present, on behalf of itself and the
      Securityholders, claims under any such blanket policy.

     

    (b)  If,
      upon
      the origination of a Loan, the related Mortgaged Property was in an area
      identified in the Federal Register by the Federal Emergency Management Agency
      as
      having special flood hazards, and flood insurance has been made available,
      the
      related Servicer shall cause to be maintained, to the extent required by the
      related Loan File, a flood insurance policy meeting the requirements of the
      current guidelines of the Federal Insurance Administration with a generally
      acceptable insurance carrier, in an amount representing coverage at least equal
      to the lesser of (i) the unpaid Principal Balance of such Loan, (ii) the
      full insurable value of such Mortgaged Property or (iii) the maximum amount
      of
      insurance available under the Flood Disaster Protection Act of 1973, as amended.
      With respect to any REO, the related Servicer shall also maintain, if
      applicable, flood insurance in an amount at least equal to the lesser of (i)
      the
      maximum insurable value of the improvements that are a part of such property
      and
      (ii) the Principal Balance owing on the related Loan at the time of foreclosure
      or grant of deed in lieu of foreclosure plus accrued interest and related
      Liquidation Expenses.

     

    (c)  Pursuant
      to Section 3.02, any amounts collected by a Servicer under any insurance
      policy maintained pursuant to this Section, other than amounts to be applied
      to
      the restoration or repair of Mortgaged Property or released to a Mortgagor
      in
      accordance with such Servicer’s normal servicing practices, shall be deposited
      into the related Custodial Account, subject to withdrawal pursuant to
      Section 3.03. Any cost incurred by a Servicer in maintaining any such
      insurance shall be added to the amount owing under the related Loan where the
      terms of the related Loan File so permit; provided, that the addition of any
      such cost shall not be taken into account for purposes of calculating the
      Principal Balance of such Loan. Such costs shall be recoverable by the related
      Servicer pursuant to Section 3.03.

     

    (d)  No
      Servicer shall be under any obligation to maintain or require any Mortgagor
      to
      maintain earthquake, title or other additional insurance, and shall be under no
      obligation itself to maintain any such additional insurance on property acquired
      in respect of any Loan, other than pursuant to such applicable laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance.

     

    Section
      3.05  Modification
      Agreements.
      Each
      Servicer or the related Subservicer, as the case may be, shall be entitled
      to
      (A) execute assumption agreements, modification agreements, substitution
      agreements, and instruments of satisfaction or cancellation or of partial or
      full release or discharge, or any other document contemplated by this Servicing
      Agreement and other comparable instruments with respect to the Loans and with
      respect to the Mortgaged Properties subject to the Mortgages (and the Issuer
      and
      the Indenture Trustee each shall promptly execute any such documents on request
      of a Servicer) and (B) approve the granting of an easement thereon in favor
      of
      another Person, any alteration or demolition of the related Mortgaged Property
      or other similar matters, in each case if it has determined, exercising its
      good
      faith business judgment in the same manner as it would if it were the owner
      of
      the related Loan, that the security for, and the timely and full collectability
      of, such Loan would not be adversely affected thereby, ; provided, however,
      that
      such Servicer may not modify materially or permit any Subservicer to modify
      any
      Mortgage Loan (unless such Mortgage Loan is in default or, in the judgment
      of
      such Servicer, such default is reasonably foreseeable), including without
      limitation any modification that would change the Mortgage Interest Rate,
      forgive the payment of any principal or interest (unless in connection with
      the
      liquidation of the related Mortgage Loan or except in connection with Principal
      Prepayments to the extent that such reamortization is not inconsistent with
      the
      terms of the Mortgage Loan), increase the principal balance, or extend the
      final
      maturity date of such Mortgage Loan, and, provided however, that in no event
      shall such modification reduce the Mortgage Interest Rate on a Mortgage Loan
      below the rate at which the Servicing Fee with respect to such Mortgage Loan
      accrues. Any fee collected by a Servicer or the related Subservicer for
      processing such request will be retained by such Servicer or such Subservicer
      as
      additional servicing compensation.

     

    Section
      3.06  Trust
      Estate; Loan Files.
      (a)
      When
      required by the provisions of this Servicing Agreement, the Issuer or the
      Indenture Trustee shall execute instruments to release property from the terms
      of the Trust Agreement, Indenture or Custodial Agreement, as applicable, or
      convey the Issuer’s or the Indenture Trustee’s interest in the same, in a manner
      and under circumstances which are not inconsistent with the provisions of this
      Servicing Agreement. No party relying upon an instrument executed by the Issuer
      or the Indenture Trustee as provided in this Section 3.06 shall be bound to
      ascertain the Issuer’s or the Indenture Trustee’s authority, inquire into the
      satisfaction of any conditions precedent or see to the application of any
      monies.

     

    (b)  If
      from
      time to time a Servicer shall deliver to the related Custodian copies of any
      written assurance, assumption agreement or substitution agreement or other
      similar agreement pursuant to Section 3.05, such Servicer may in accordance
      with the terms of the related Custodial Agreement, cause the related Custodian
      to determine if each of such documents purports to be an original executed
      copy
      (or a copy of the original executed document if the original executed copy
      has
      been submitted for recording and has not yet been returned) and, if so, shall
      file such documents, and upon receipt of the original executed copy from the
      applicable recording office or receipt of a copy thereof certified by the
      applicable recording office shall file such originals or certified copies with
      the Loan Files. If any such documents submitted by a Servicer do not meet the
      above qualifications, (i) the related Servicer may, in accordance with the
      terms
      of the related Custodial Agreement, cause the related Custodian to promptly
      return such documents to the related Servicer and (ii) the related Servicer
      shall forward the correct documentation to the related Custodian.

     

    (c)  Upon
      receipt of a request for release delivered via e-mail, substantially in the
      form
      attached hereto as Exhibit C, from a Servicer (each a “Request for Release”),
      that indicates that a Loan has been the subject of a final payment or a
      prepayment in full and the related Loan has been terminated or that
      substantially all Liquidation Proceeds which have been determined by the related
      Servicer in its reasonable judgment to be finally recoverable have been
      recovered, and upon deposit to the related Custodial Account of such final
      monthly payment, prepayment in full together with accrued and unpaid interest
      to
      the date of such payment with respect to such Loan or, if applicable,
      Liquidation Proceeds, the Custodian shall promptly release and deliver by
      overnight delivery the Loan Files to such Servicer pursuant to the terms of
      the
      related Custodial Agreement, no later than three (3) Business Days after such
      Servicer’s request, along with such documents as such Servicer or the Mortgagor
      may request to evidence satisfaction and discharge of such Loan and the
      Indenture Trustee shall execute any documents delivered to it and reasonably
      requested in connection therewith, without recourse, representation or warranty.
      If from time to time and as appropriate for the servicing or foreclosure of
      any
      Loan, a Servicer requests the related Custodian to release the Loan Files and
      delivers to the related Custodian a Request for Release to the related
      Custodian, pursuant to the terms of the related Custodial Agreement the related
      Custodian will release and deliver by overnight delivery the Loan Files to
      the
      related Servicer. The related Servicer shall return promptly to the related
      Custodian the Loan Files when such Servicer’s need therefor no longer exists,
      unless the related Loan has been liquidated (provided,
      however,
      that
      the related Servicer shall indicate that such Loan has been or is to be
      liquidated in the related Request for Release).

     

    Section
      3.07  Realization
      Upon Defaulted Loans; Loss Mitigation.
      (a)
      With
      respect to the Loans that come into and continue in default, the related
      Servicer shall decide whether to (i) foreclose upon the Mortgaged
      Properties securing such Loans, (ii) write off the unpaid principal balance
      of
      the Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv) accept
      a
      short sale (a payoff of the Loan for an amount less than the total amount
      contractually owed in order to facilitate a sale of the Mortgaged Property
      by
      the Mortgagor) or permit a short refinancing (a payoff of the Loan for an amount
      less than the total amount contractually owed in order to facilitate refinancing
      transactions by the Mortgagor not involving a sale of the Mortgaged Property),
      (v) arrange for a repayment plan, or (vi) agree to a modification in accordance
      with this Servicing Agreement; in each case subject to the rights of any related
      first lien holder; provided
      that in
      connection with the foregoing if the related Servicer has actual knowledge
      that
      any Mortgaged Property is affected by hazardous or toxic wastes or substances
      and that the acquisition of such Mortgaged Property would not be commercially
      reasonable, then the related Servicer will not cause the Issuer or the Indenture
      Trustee to acquire title to such Mortgaged Property in a foreclosure or similar
      proceeding. In connection with such decision, the related Servicer shall follow
      such practices (including, in the case of any default on a related senior
      mortgage loan, the advancing of funds to correct such default if deemed to
      be
      appropriate by the related Servicer) and procedures as it shall deem necessary
      or advisable and as shall be normal and usual in its general mortgage servicing
      activities; provided that the related Servicer shall not be liable in any
      respect hereunder if such Servicer is acting in connection with any such
      foreclosure or attempted foreclosure which is not completed or other conversion
      in a manner that is consistent with the provisions of this Servicing Agreement.
      In the event the related Servicer has reasonable cause to believe that a
      Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
      or if the Indenture Trustee otherwise requests, an environmental inspection
      or
      review of such Mortgaged Property conducted by a qualified inspector shall
      be
      arranged for by such Servicer. Upon completion of the inspection, the related
      Servicer shall promptly provide the Indenture Trustee with a written report
      of
      environmental inspection. The foregoing is subject to the proviso that the
      related Servicer shall not be required to expend its own funds in connection
      with any foreclosure or attempted foreclosure or towards the correction of
      any
      default on a related senior mortgage loan or restoration of any property unless
      it shall determine that (i) such expenditure will increase the related Net
      Liquidation Proceeds and (ii) such expenses will be recoverable by the related
      Servicer through Insurance Proceeds or Liquidation Proceeds from the related
      Mortgaged Property. In the event of a determination by a Servicer that any
      such
      expenditure previously made pursuant to this Section 3.07 will not be
      reimbursable from Liquidation Proceeds, such Servicer shall be entitled to
      reimbursement of its funds so expended pursuant to
      Section 3.03.

     

    (b)  [RESERVED]

     

    (c)  In
      the
      event that title to any Mortgaged Property is acquired in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be issued in
      the
      name of the Indenture Trustee, on behalf of the Securityholders of the Home
      Equity Mortgage Trust, 2006-2, or its designee. The Indenture Trustee’s name
      shall be placed on the title to such REO solely as the Indenture Trustee
      hereunder and not in its individual capacity. Each Servicer shall ensure that
      the title to such REO references this Agreement and the Indenture Trustee’s
      capacity hereunder. Notwithstanding any such acquisition of title and
      cancellation of the related Loan, such Mortgaged Property shall (except as
      otherwise expressly provided herein) be considered to be an outstanding Loan
      held as an asset of the Issuer until such time as such property shall be
      sold.

     

    (d)  Notwithstanding
      anything to the contrary contained in this Agreement, with respect to any Loan
      that is one hundred twenty (120) days delinquent, the related Servicer shall
      have obtained or shall obtain a broker’s price opinion with respect to the
      related Mortgaged Property and shall use all reasonable efforts to obtain a
      total indebtedness balance (including, but not limited to, unpaid principal,
      interest, escrows, taxes and expenses) for any related senior lien. The cost
      of
      obtaining any such broker’s price opinion shall be reimbursable to the related
      Servicer pursuant to Section 3.03(xii). After obtaining the related broker’s
      price opinion, the related Servicer will determine whether any Significant
      Net
      Recovery is possible through foreclosure proceedings or other liquidation of
      the
      related Mortgaged Property. If the related Servicer determines that (x) no
      Significant Net Recovery is possible or (y) the potential Net Recoveries are
      anticipated to be an amount, determined by the related Servicer in its good
      faith judgment and in light of other mitigating circumstances, that is
      insufficient to warrant proceeding through foreclosure or other liquidation
      of
      the related Mortgaged Property, it may, at its discretion, charge off such
      delinquent Loan in accordance with paragraph (e) and (f) below.

     

    (e)  With
      respect to any Loan, if the related Servicer determines based on the broker’s
      price opinion obtained under paragraph (d) above and other relevant
      considerations that (x) no Significant Net Recovery is possible through
      foreclosure proceedings or other liquidation of the related Mortgaged Property
      or (y) the potential Net Recoveries are anticipated to be an amount, determined
      by the related Servicer in its good faith judgment and in light of other
      mitigating circumstances, that is insufficient to warrant proceeding through
      foreclosure or other liquidation of the related Mortgaged Property, it will
      be
      obligated to charge off the related Loan during the month in which such Loan
      becomes 180 days delinquent. Once a Loan has been charged off, (under this
      Section or otherwise) the related Servicer will discontinue making Advances,
      the
      related Servicer will not be entitled to any additional servicing compensation
      (except as described in paragraph (f) of this Section 3.07), the Charged Off
      Loan will give rise to a Realized Loss, and the related Servicer will follow
      the
      procedures described in paragraph (f) below. If the related Servicer determines
      that (x) a Significant Net Recovery is possible through foreclosure proceedings
      or other liquidation of the Mortgaged Property and (y) the potential Net
      Recoveries are anticipated to be an amount, determined by the related Servicer
      in its good faith judgment and in light of other mitigating circumstances,
      that
      is sufficient to warrant proceeding through foreclosure or other liquidation
      of
      the related Mortgaged Property, such Servicer may continue to make Advances
      on
      the related Loan that has become 180 days delinquent and, will notify the Credit
      Risk Manager of that decision.

     

    (f)  (A)
      With
      respect to any Wilshire Serviced Loan that becomes a Charged Off Loan, Wilshire
      shall notify SPS of its decision to charge off such Loan and the servicing
      of
      such Wilshire Serviced Loan will be transferred to SPS, such transfer to be
      initiated by Wilshire on the 15th day of the month (or if the 15th of the month
      is not a Business Day, the next Business Day) following the month in which
      such
      Wilshire Serviced Loan becomes a Charged Off Loan and may be serviced, at SPS’s
      discretion, using Special Servicing as provided in paragraph (f)(B) below.
      Immediately upon transfer of any Wilshire Serviced Loan to SPS, Wilshire shall
      be reimbursed for all unreimbursed Advances and Servicing Advances (including
      any trailing expenses incurred prior to but invoiced after the date servicing
      is
      transferred to SPS, so long as Wilshire notifies the Indenture Trustee of such
      trailing expenses within 90 days of the date of such transfer) and unpaid
      Servicing Fees relating to such transferred Mortgage Loan out of funds on
      deposit in the related Custodial Account. Wilshire shall provide an Officer’s
      Certificate to the Indenture Trustee no later than the related Servicer
      Remittance Date evidencing the amount to be reimbursed pursuant to the previous
      sentence with respect to any Loans transferred by Wilshire to SPS. Wilshire
      shall notify the Indenture Trustee of any Wilshire Serviced Loan that is
      transferred to SPS. Wilshire shall provide servicing information on such
      transferred Loans as reasonably requested by SPS including, but not limited
      to,
      an electronic data tape containing the fields set forth in Exhibit H hereto,
      and
      an electronic file or hard copy containing collection comments, outstanding
      advance balances, payment histories, and hardcopies of any imaged files. SPS
      shall be responsible for any other reasonable actions required by Accepted
      Servicing Practices relating to the transfer of servicing and the charging
      off
      of such Loans. All costs of such transfer of the electronic data tape and files
      relating to Wilshire Serviced Loan shall be paid by Wilshire. Wilshire shall
      not
      be responsible for SPS’s boarding costs of such transferred Loans. SPS shall not
      be responsible for the reimbursement of any Advance or Servicing Advance on
      a
      transferred Loan; 

     

    (B)
      Any
      (x) PNC Serviced Loan or Ocwen Serviced Loan that becomes a Charged Off Loan
      or
      (y) Wilshire Serviced Loan that becomes a Charged Off Loan and is transferred
      to
      SPS pursuant to paragraph (f)(A) above may continue to be serviced by the
      related Servicer for the Securityholders using Special Servicing. PNC, Ocwen
      or
      SPS, as applicable, will accrue, but not be entitled to, any Servicing Fees
      and
      reimbursement of expenses in connection with such Charged Off Loans, except
      to
      the extent of funds available from the aggregate amount of recoveries on all
      Loans serviced by that Servicer that are Charged Off Loans. Such aggregate
      recovery amounts on Loans serviced by that Servicer that are Charged Off Loans
      shall be paid to the related Servicer first, as reimbursement of any outstanding
      and unpaid expenses, and second, as any accrued and unpaid Servicing Fees.
      The
      related Servicer will only be entitled to previously accrued Servicing Fees
      and
      expenses on any such Charged Off Loans. The related Servicer will not be
      entitled to receive any future unaccrued Servicing Fees or expenses from
      collections on such Charged Off Loans. Any Charged Off Loan serviced by a
      Servicer using Special Servicing shall be so serviced until the Release Date
      described below. Any Net Recoveries on such Charged Off Loans received prior
      to
      the Release Date will be included in the
      Principal Remittance Amount and Interest Remittance Amount.

     

    On
      the
      date (the “Release Date”) which is no more than six months after the date on
      which a Servicer begins servicing any Charged Off Loans using Special Servicing,
      unless specific Net Recoveries are anticipated by the related Servicer on a
      particular Charged Off Loan (in which case the Release Date will be delayed
      until all such specific anticipated Net Recoveries are received or no longer
      anticipated), such Charged Off Loan will be released from the Trust, will no
      longer be an asset of any REMIC, and will be transferred to the Class 1X-2
      Certificateholders, in the case of a Group 1 Loan, or the Class 2X-2
      Certificateholders, in the case of a Group 2 Loan, without recourse, and
      thereafter (i) those Holders, as identified with contact information in writing
      to the related Servicer by the Depositor, will be entitled to any amounts
      subsequently received in respect of any such Released Loans, subject to the
      related Servicer’s fees described below, (ii) the majority in interest Class
      1X-2 Certificateholder or Class 2X-2 Certificateholder, as applicable, may
      designate any servicer to service any such Released Loan, (iii) the majority
      in
      interest Class 1X-2 Certificateholder or Class 2X-2 Certificateholder, as
      applicable, may sell any such Released Loan to a third party and (iv) to the
      extent the servicing of such Charged Off Loans is not transferred from the
      related Servicer, the servicing of such Charged Off Loans and the fees therefor
      shall be governed by the most current servicing agreement between the related
      Servicer and the Seller. Notwithstanding the previous sentence, if at any time
      after a Loan has been Charged Off and prior to six months after the date on
      which the related Servicer begins servicing such Charged Off Loan using Special
      Servicing, the related Servicer determines that there will not be any Net
      Recoveries on such Charged Off Loan under any circumstances, such Servicer
      may
      release such Charged Off Loan to the majority in interest Class 1X-2
      Certificateholder or Class 2X-2 Certificateholder, as applicable,in accordance
      with the provisions set forth in the previous sentence.

     

    Notwithstanding
      the foregoing, the procedures described above in the first paragraph of this
      subsection 3.07(f) relating to the treatment of Charged Off Loans may be
      modified at any time at the discretion of the majority in interest Class 1X-1
      Certificateholder or Class 2X-2 Certificateholder, as applicable,, with the
      consent of the applicable Servicers, which consents shall not be unreasonably
      withheld; provided, however, that in no event shall the majority in interest
      Class 1X-1 Certificateholder or Class 2X-2 Certificateholder, as applicable,
      change the fee structure relating to Charged Off Loans in a manner that would
      cause fees to be paid to the Servicers other than from recoveries on Charged
      Off
      Loans.

     

    The
      Indenture Trustee shall track collections received by each Servicer on any
      Charged Off Loans based upon loan level data provided to the Indenture Trustee
      by the related Servicer on each Data Remittance Date in a report in the form
      of
      Exhibit E hereto, identifying the Charged Off Loans as of the related Collection
      Period that such Servicer will continue to service until the related Release
      Date using Special Servicing. On each Payment Date, the Indenture Trustee shall
      verify, based on the recovery and expense information provided by the related
      Servicer, on the related Data Remittance Date, (i) the aggregate amount of
      accrued and unpaid Servicing Fees to be paid to each Servicer, and expenses
      to
      be reimbursed to each Servicer, on such Charged Off Loans as of the related
      Collection Period and (ii) the amount of Net Recoveries on such Charged Off
      Loans for such Payment Date. The Indenture Trustee shall be entitled to rely,
      without independent verification, on the loan level data provided by the
      Servicers that identifies the recovery amounts and the outstanding and unpaid
      expenses on any Charged Off Loan in order to verify the amount in clause (ii)
      of
      the previous sentence. The Indenture Trustee will be responsible for
      independently verifying the aggregate amount of accrued and unpaid Servicing
      Fees described in clause (i) of the second preceding sentence to be paid to
      the
      related Servicer.

     

    (g)  The
      majority Class 1X-2 Certificateholder or Class 2X-2 Certificateholder, as
      applicable, at its option, may (but is not obligated to) repurchase from the
      Trust Fund, (a) any related Loan that is delinquent in payment by three or
      more
      Scheduled Payments or (b) any related Loan with respect to which there has
      been
      initiated legal action or other proceedings for the foreclosure of the related
      Mortgaged Property either judicially or non-judicially. If it elects to make
      any
      such repurchase, the majority Class 1X-2 Certificateholder or Class 2X-2
      Certificateholder, as applicable, shall repurchase such Loan with its own funds
      at a price equal to the Repurchase Price for such Loan. The majority Class
      1X-2
      Certificateholder or Class 2X-2 Certificateholder, as applicable, may designate
      any servicer to service any such Loan purchased from the Trust.

     

    Section
      3.08  Issuer
      and Indenture Trustee to Cooperate.
      On or
      before each Payment Date, each Servicer will notify the Indenture Trustee or
      the
      Custodian, with a copy to the Issuer, of the termination of or the payment
      in
      full and the termination of any Loan during the preceding Collection Period.
      Upon receipt of payment in full, the related Servicer is authorized to execute,
      pursuant to the authorization contained in Section 3.01, if the assignments
      of Mortgage have been recorded if required under the Loan Purchase Agreement,
      an
      instrument of satisfaction regarding the related Mortgage, which instrument
      of
      satisfaction shall be recorded by the related Servicer if required by applicable
      law and be delivered to the Person entitled thereto and, if applicable, to
      cause
      the removal from the registration on the MERS® System of such Mortgage. It is
      understood and agreed that any expenses incurred in connection with such
      instrument of satisfaction or transfer shall be reimbursed from amounts
      deposited in the related Custodial Account. From time to time and as appropriate
      for the servicing or foreclosure of any Loan, the Custodian shall, pursuant
      to
      the terms of the Custodial Agreement, upon request of the related Servicer
      and
      delivery to the Custodian, with a copy to the Issuer, of a Request for Release,
      signed by a Servicing Officer, release or cause to be released the related
      Loan
      File to the related Servicer and the Issuer or Indenture Trustee shall promptly
      execute such documents, in the forms provided by the related Servicer, as shall
      be necessary for the prosecution of any such proceedings or the taking of other
      servicing actions. Such trust receipt shall obligate the related Servicer to
      return the Loan File to the Custodian (as specified in such receipt) when the
      need therefor by the related Servicer no longer exists unless the Loan shall
      be
      liquidated, in which case, upon receipt of a certificate of a Servicing Officer
      similar to that hereinabove specified, the trust receipt shall be released
      to
      the related Servicer.

     

    If
      a
      Servicer at any time seeks to initiate a foreclosure proceeding in respect
      of
      any Mortgaged Property as authorized by this Agreement, such Servicer shall,
      if
      applicable, deliver or cause to be delivered to the Indenture Trustee, for
      signature, as appropriate, any court pleadings, requests for trustee’s sale or
      other documents (which, if acceptable by the related court, may be copies)
      necessary to effectuate such foreclosure or any legal action brought to obtain
      judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain
      a deficiency judgment or to enforce any other remedies or rights provided by
      the
      Mortgage Note or the Mortgage or otherwise available at law or in equity. The
      related Servicer shall deposit or credit the Net Liquidation Proceeds, inclusive
      of Foreclosure Profits, received with respect thereto in the related Custodial
      Account.

     

    In
      the
      event that all delinquent payments due under any such Loan are paid by the
      Mortgagor and any other defaults are cured, then the assignee for collection
      shall promptly reassign such Loan to the Indenture Trustee and return all Loan
      Files to the place where the related Loan File was being
      maintained.

     

    In
      connection with the Issuer’s obligation to cooperate as provided in this
      Section 3.08 and all other provisions of this Servicing Agreement requiring
      the Issuer to authorize or permit any actions to be taken with respect to the
      Loans, the Indenture Trustee, expressly agrees, on behalf of the Issuer, to
      take
      all such actions on behalf of the Issuer and to promptly execute and return
      all
      instruments reasonably required by the Servicers in connection
      therewith.

     

    Section
      3.09  Servicing
      Compensation and Master Servicing Compensation; Payment of Certain Expenses
      by
      Servicers.

     

    Each
      Servicer shall be entitled to receive the related Servicing Fee in accordance
      with Sections 3.02 and 3.03 as compensation for its services in connection
      with
      servicing the Loans. Moreover, additional servicing compensation in the form
      of
      late payment charges, Prepayment Interest Excess, investment income on amounts
      in the related Custodial Account or the Payment Account and other receipts
      not
      required to be deposited in the related Custodial Account as specified in
      Section 3.02 shall be retained by the related Servicer. Each Servicer shall
      be required to pay all expenses incurred by it in connection with its normal
      and
      customary activities hereunder and shall not be entitled to reimbursement
      therefor.

     

    Section
      3.10  Annual
      Statement as to Compliance.
      Not
      later
      than March 10 of each calendar year beginning in 2007 (and no later than April
      15 of any calendar year in which the Trust Fund is no longer subject to the
      Exchange Act reporting requirements), each Servicer and the Special Servicer
      shall deliver to the Depositor, the Insurer and the Indenture Trustee an
      Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the
      signer thereof, that (i) a review of the activities of such Servicer or the
      Special Servicer during the preceding calendar year and of the performance
      of
      such Servicer under this Agreement has been made under such officer’s
      supervision, and (ii) to the best of such officer’s knowledge, based on such
      review, such Servicer or the Special Servicer has fulfilled all its obligations
      under this 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
      the failure. Such Annual Statement of Compliance shall contain no restrictions
      or limitations on its use. If the Indenture Trustee or the Depositor has not
      received the related Annual Statement of Compliance by March 10 of the related
      year (and no later than April 15 of any calendar year in which the Trust Fund
      is
      no longer subject to the Exchange Act reporting requirements), such party shall
      notify the related Servicer by telephone and email, or by telephone and fax,
      of
      such failure.

     

    Section
      3.11  Assessments
      of Compliance and Attestation Reports.
      On
      and
      after January 1, 2006, each Servicer and the Special Servicer shall service
      and
      administer the related Loans in accordance with all applicable requirements
      of
      the Servicing Criteria. Each Servicer and the Special Servicer shall deliver
      to
      the Trustee and the Depositor (with a copy to the Insurer) on or before March
      10
      of each calendar year beginning in 2007 (and no later than April 15 of any
      calendar year in which the Trust Fund is no longer subject to the Exchange
      Act
      reporting requirements), a report (an “Assessment of Compliance”) regarding the
      related Servicer’s or the Special Servicer’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 related
      Servicer or the Special Servicer that contains the following:

     

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

     

    (b) A
      statement by such officer that such officer used the Servicing Criteria to
      assess compliance with the Servicing Criteria applicable to the related Servicer
      or the Special Servicer;

     

    (c) An
      assessment by such officer of the related Servicer’s or the Special Servicer’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 related Servicer or the Special
      Servicer, that are backed by the same asset type as the Loans;

     

    (d) A
      statement that a registered public accounting firm has issued an attestation
      report on the related Servicer’s or the Special Servicer’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 related Servicer or the Special Servicer, which statement shall be based
      on
      the activities it performs with respect to asset-backed securities transactions
      taken as a whole involving the related Servicer or the Special Servicer, that
      are backed by the same asset type as the Loans.

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on a
      certification substantially in the form of Exhibit F hereto delivered to the
      Indenture Trustee and the Depositor concurrently with the execution of this
      Agreement. If the Indenture Trustee or the Depositor has not received the
      related Assessment of Compliance by March 10 of the related year (and no later
      than April 15 of any calendar year in which the Trust Fund is no longer subject
      to the Exchange Act reporting requirements), such party shall notify the related
      Servicer by telephone and email, or by telephone and fax, of such
      failure.

     

    On
      or
      before March 10 of each calendar year beginning in 2007 (and no later than
      April
      15 of any calendar year in which the Trust Fund is no longer subject to the
      Exchange Act reporting requirements), each Servicer and the Special Servicer
      shall furnish to the Indenture Trustee and the Depositor a report (an
“Attestation Report”) by a registered public accounting firm that attests to,
      and reports on, the Assessment of Compliance made by the related Servicer or
      the
      Special Servicer, 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. If the Indenture Trustee or the
      Depositor has not received the related Attestation Report by March 10 of the
      related year (and no later than April 15 of any calendar year in which the
      Trust
      Fund is no longer subject to the Exchange Act reporting requirements), such
      party shall notify the related Servicer by telephone and email, or by telephone
      and fax, of such failure. 

     

    Each
      Servicer shall cause any Subservicer to which such Servicer delegated any of
      its
      responsibilities with respect to the related Mortgage Loans and each
      Subcontractor determined by such Servicer to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, to deliver to the
      Indenture Trustee and the Depositor an assessment of compliance and accountants’
attestation by March 10 of any calendar year during which the Trust Fund is
      subject to the Exchange Act reporting requirements. 

     

    For
      so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      the Indenture Trustee shall also provide to the Depositor an Assessment of
      Compliance and Attestation Report with respect to itself, as and when provided
      above by March 15, which shall address each of the Servicing Criteria specified
      on Exhibit F hereto which are indicated as applicable to the “indenture
      trustee.”

     

    Section
      3.12  Access
      to Certain Documentation and Information Regarding the Loans.
      Whenever required by statute or regulation each Servicer shall provide to any
      Securityholder upon reasonable request (or a regulator for a Securityholder),
      the Insurer or the Indenture Trustee, reasonable access to the documentation
      regarding the related Loans in its possession, such access being afforded
      without charge but only upon reasonable request and during normal business
      hours
      at the offices of the related Servicer. In addition, each Servicer shall provide
      to the Special Servicer reasonable access to all records and documentation
      regarding the Loans serviced by it that become Special Serviced Loans. Each
      Servicer may, from time to time, provide the Depositor, the Insurer, the
      Indenture Trustee and any Person designated by the Depositor, the Insurer or
      the
      Indenture Trustee, with reports and information regarding the Loans, including
      without limitation, information requested by the Depositor or an originator
      of
      the Loans for required institutional risk control. Nothing in this
      Section 3.12 shall derogate from the obligation of each Servicer to observe
      any applicable law prohibiting disclosure of information regarding the
      Mortgagors and the failure of a Servicer to provide access as provided in this
      Section 3.12 as a result of such obligation shall not constitute a breach
      of this Section 3.12.

     

    Section
      3.13  Maintenance
      of Certain Servicing Insurance Policies.

     

    (a)  Each
      Servicer shall maintain with a responsible company, and at its own expense,
      a
      banker's blanket fidelity bond (a “Fidelity Bond”) and a mortgage errors and
      omissions insurance policy (an “Errors and Omissions Policy”), in amounts as
      required by Fannie Mae and Freddie Mac and as are commercially available and
      at
      costs that are not generally regarded as excessive by industry standards. Any
      fidelity bond shall protect against dishonest act of officers and employees.
      Any
      such Fidelity Bond or Errors and Omissions Policy shall not be canceled without
      the prior written consent of the Indenture Trustee. 

     

    (b)  Each
      Servicer shall be deemed to have complied with this provision if any of its
      Affiliates has such a Fidelity Bond and Errors and Omissions Policy and, by
      the
      terms of such policy, the coverage afforded thereunder extends to the related
      Servicer. Each Servicer shall cause each Subservicer to maintain an Errors
      and
      Omissions Policy and a Fidelity Bond meeting the requirements of this
      Section.

     

    Section
      3.14  Information
      Required by the Internal Revenue Service and Reports of Foreclosures and
      Abandonments of Mortgaged Property.
      Each
      Servicer shall prepare and deliver all federal and state information reports
      when and as required by all applicable state and federal income tax laws. In
      particular, with respect to the requirement under Section 6050J of the Code
      to the effect that a Servicer or Subservicer shall make reports of foreclosures
      and abandonments of any mortgaged property for each year beginning in 2006,
      each
      Servicer or Subservicer shall file reports relating to each instance occurring
      during the previous calendar year in which the related Servicer (i) on behalf
      of
      the Issuer, acquires an interest in any Mortgaged Property through foreclosure
      or other comparable conversion in full or partial satisfaction of a Loan, or
      (ii) knows or has reason to know that any Mortgaged Property has been abandoned.
      The reports from the related Servicer or Subservicer shall be in form and
      substance sufficient to meet the reporting requirements imposed by
      Section 6050J and Section 6050H (reports relating to mortgage interest
      received) of the Code.

     

    Section
      3.15  Periodic
      Filings.

     

    (a)  Each
      Servicer shall reasonably cooperate with the Depositor and the Indenture Trustee
      in connection with the Trust’s satisfying the reporting requirements under the
      Exchange Act.

     

    (b)  (i)
      For
      so long as the Trust Fund is subject to the Exchange Act reporting requirements,
      within 5 calendar days after the related Payment Date, each entity that is
      indicated in Exhibit I as the responsible party for providing Additional Form
      10-D Disclosure shall be required to provide to the Indenture Trustee and the
      Depositor, to the extent known by a Responsible Officer, clearly identifying
      which item of Form 10-D the information relates to, any Additional Form 10-D
      Disclosure, if applicable.

     

    (ii)  For
      so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      within four (4) Business Days after the occurrence of an event requiring
      disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested
      by the Depositor, the Indenture Trustee shall prepare and file on behalf of
      the
      Trust a Form 8-K reporting such Reportable Event, provided that the Depositor
      shall file the initial Form 8-K in connection with the issuance of the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall be determined and provided to the Indenture Trustee by the
      entity that is indicated in Exhibit I as the responsible party for providing
      that information, if other than the Indenture Trustee, to the Indenture Trustee
      within two Business Days after the Reportable Event, and the Indenture Trustee
      shall have no liability with respect to any failure to properly prepare or
      file
      such Form 8-K resulting from or relating to the Indenture Trustee’s inability or
      failure to obtain any information in a timely manner from the party responsible
      for delivery of such Form 8-K Disclosure Information.

     

    For
      so
      long as the Trust Fund is subject to the Exchange Act reporting requirements,
      no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit I as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Indenture Trustee and the Depositor, to the extent
      known by a Responsible Officer, the substance of any Form 8-K Disclosure
      Information, if applicable.

     

    (iii)  Prior
      to
      January 30 of the first year in which the Indenture Trustee is able to do so
      under applicable law, the Indenture Trustee shall file a Form 15 Suspension
      Notice with respect to the Trust Fund. Prior to (x) March 15, 2007 and (y)
      unless and until a Form 15 Suspension Notice shall have been filed, prior to
      March 15 of each year thereafter, each Servicer and the Special Servicer shall
      provide the Indenture Trustee (for inclusion in the Form 10-K) with an Annual
      Compliance Statement, together with a copy of the Assessment of Compliance
      and
      Attestation Report to be delivered by the related Servicer or the Special
      Servicer pursuant to Sections 3.10 and 3.11 (including with respect to any
      Subservicer to which such Servicer has delegated any of its responsibilities
      with respect to the related Loans and each Subcontractor determined by such
      Servicer to be “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB, if required to be filed). Prior to (x) March 31,
      2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed,
      March 31 of each year thereafter, the Indenture Trustee shall file a Form 10-K
      with respect to the Trust Fund. Such Form 10-K shall include the items provided
      by the Servicers and the Special Servicer pursuant to the second preceding
      sentence, the Assessment of Compliance and Attestation Report provided pursuant
      to Section 3.11 with respect to the Indenture Trustee, and the Form 10-K
      certification (the “Depositor Certification”) signed by the senior officer of
      the Depositor in charge of securitization. The Indenture Trustee shall receive
      the items described in the preceding sentence no later than March 15 of each
      calendar year prior to the filing deadline for the Form 10-K for so long as
      the
      Trust Fund is subject to the Exchange Act reporting requirements. If the
      Indenture Trustee or the Depositor has not received such items by March 10
      of
      the related year, such party shall notify the related Servicer by telephone
      and
      email, or by telephone and fax, of such failure.

     

    Any
      disclosure or information in addition to that described in the preceding
      paragraph that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be determined and provided to the Indenture Trustee by the
      entity that is indicated in Exhibit I as the responsible party for providing
      that information, if other than the Indenture Trustee.

     

    Prior
      to
      (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 1 of each year thereafter, each entity that
      is
      indicated in Exhibit I as the responsible party for providing Additional Form
      10-K Disclosure information shall be required to provide to the Indenture
      Trustee and the Depositor, to the extent known by a Responsible Officer, the
      substance of any Additional Form 10-K Disclosure information, if
      applicable.

     

    (c)  
Not
      later
      than March 10 of each year during which the Trust Fund is subject to the
      Exchange Act reporting requirements, each Servicer and the Special Servicer
      will
      deliver to the Depositor and the Indenture Trustee (with a copy to the Insurer,
      in the case of PNC) an Officer’s Certificate for the prior calendar year in
      substantially the form of Exhibit D-2 to this Agreement. If the Indenture
      Trustee or the Depositor has not received such Officer’s Certificate by March 10
      of such year, such party shall notify the related Servicer by telephone and
      email, or by telephone and fax, of such failure. Each Servicer and the Special
      Servicer agrees to indemnify and hold harmless the Depositor, the Indenture
      Trustee and each Person, if any, who “controls” the Depositor or the Indenture
      Trustee within the meaning of the Securities Act and their respective officers,
      directors and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs, fees and expenses that such Person may sustain arising out
      of
      third party claims based on (i) the failure of such Servicer or the Special
      Servicer, as applicable, to deliver or cause to be delivered when required
      any
      Officer’s Certificate pursuant to this Section 3.15(b), the Annual Statement of
      Compliance pursuant to Section 3.10 or the Assessment of Compliance pursuant
      to
      Section 3.11, or (ii) any material misstatement or omission contained in any
      Officer’s Certificate provided pursuant to this Section 3.15(b), in the Annual
      Statement of Compliance delivered pursuant to Section 3.10 or in the Assessment
      of Compliance delivered pursuant to Section 3.11. If an event occurs that would
      otherwise result in an indemnification obligation under clauses (i) or (ii)
      above, but the indemnification provided for in this Section 3.15(b) by such
      Servicer or the Special Servicer, as applicable, is unavailable or insufficient
      to hold harmless such Persons, then such Servicer or the Special Servicer,
      as
      applicable, shall contribute to the amount paid or payable by such Persons
      as a
      result of the losses, claims, damages or liabilities of such Persons in such
      proportion as is appropriate to reflect the relative fault of the Depositor
      or
      Indenture Trustee on the one hand and such Servicer or the Special Servicer,
      as
      applicable, on the other. Each Servicer and the Special Servicer acknowledges
      that the Depositor and the Indenture Trustee are relying on such Servicer’s and
      the Special Servicer’s performance of its obligations under this Agreement in
      order to perform their respective obligations under this Section
      3.15.

     

    (d)  If
      the
      Commission issues additional interpretative guidance or promulgates additional
      rules or regulations, or if other changes in applicable law occur, that would
      require the reporting arrangements, or the allocation of responsibilities with
      respect thereto, described in this Section 3.15, to be conducted differently
      than as described, the Depositor, Servicers, the Special Servicer and Indenture
      Trustee will reasonably cooperate to amend the provisions of this Section 3.15
      in order to comply with such amended reporting requirements and such amendment
      of this Section 3.15. Any such amendment shall be made in accordance with
      Section 8.01 without the consent of the Certificateholders, and may result
      in a
      change in the reports filed by the Indenture Trustee on behalf of the Trust
      under the Exchange Act. Notwithstanding the foregoing, the Depositor, Servicers,
      the Special Servicer and Indenture Trustee shall not be obligated to enter
      into
      any amendment pursuant to this Section 3.15 that adversely affects its
      obligations and immunities under this Agreement.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.10, 3.11
      and
      3.15 of this Agreement is to facilitate compliance by the Seller and the
      Depositor with the provisions of Regulation AB promulgated by the SEC under
      the
      Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
      time to time and subject to clarification and interpretive advice as may be
      issued by the staff of the Commission from time to time. Therefore, each of
      the
      parties agrees that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, or SEC interpretive advice or guidance
      in
      respect of the requirements of Regulation AB, (c) the parties shall comply
      with
      reasonable requests made by the Seller or the Depositor for delivery of
      additional or different information as is necessary to comply with the
      provisions of Regulation AB, and (d) no amendment of this Agreement shall be
      required to effect any such changes in the parties’ obligations as are necessary
      to accommodate evolving interpretations of the provisions of Regulation
      AB.

    


    Section
      3.16  HELOC
      Draws; Excluded Amounts.

     

    (a)  PNC
      shall
      be obligated to fund any Draws with respect to any HELOC in accordance with
      the
      terms of the of the related Loan. Unless such Additional Balance constitutes
      an
      Excluded Amount, it shall automatically be sold and transferred to the Issuer.
      With respect to each Additional Balance transferred to the Issuer, the Issuer
      shall pay or cause to be paid to PNC or its designee the purchase price for
      such
      Additional Balance equal to the amount of the related Draw in one of the
      following ways, as applicable, (i) a cash payment pursuant to paragraph (c)
      below in an amount or (ii) During the Managed Amortization Period, by an
      increase to the Additional Balance Advance Amount with such Additional Balance
      Advance Amount reimbursed to PNC pursuant to Section 5.01(a) of the Trust
      Agreement. PNC hereby acknowledges that the Additional Balance Advance Amount
      is
      only reimbursable pursuant to the terms of the Indenture and the Trust Agreement
      and that such amounts shall constitute an advance on behalf of the Issuer and
      that PNC does not own any interest in the related Loan. Additional Balances
      comprising the Additional Balance Advance Amount shall be an asset of the Trust
      Estate but not be an asset of REMIC IIA, REMIC IIB or REMIC IIC.

     

    (b)  PNC
      hereby acknowledges that if a Rapid Amortization Event is in effect, it shall
      be
      responsible to fund all Draws and that such Draws shall be Excluded Amounts
      and
      shall not constitute a part of the Additional Balance Advance Amount but shall
      be the property of PNC. Principal and interest payments made by the related
      Mortgagor or other collections in respect of a HELOC and the related Excluded
      Amount received during any Collection Period during the Rapid Amortization
      Period shall be allocated between such HELOC and the related Excluded Amount
      on
      a pro rata basis and shall only be reimbursed to PNC (the “Reimbursable Excluded
      Amount”) based on a pro rata allocation between the related Excluded Amount and
      the Principal Balance of the related HELOC in proportion to the respective
      amounts outstanding as of the end of the calendar month preceding such
      Collection Period. Any such Reimbursable Excluded Amount may be withdrawn by
      PNC
      from the related Custodial Account pursuant to Section 3.03(i)
      hereof.

     

    (c)  On
      each
      Payment Date, prior to any distributions to Securityholders, the Indenture
      Trustee shall remit to PNC, if then available from Principal Collections during
      the related Collection Period, from funds on deposit in the Payment Account,
      an
      amount equal to any Additional Balances created during the related Collection
      Period and not previously reimbursed to PNC pursuant to Section
      3.03(i)(a).

     

    Section
      3.17  Duties
      of the Credit Risk Manager.

     

    The
      Depositor appoints Clayton Fixed Income Services Inc. (formerly known as The
      Murrayhill Company) as Credit Risk Manager. For and on behalf of the Depositor,
      and the Indenture Trustee, the Credit Risk Manager will provide the Depositor
      with reports and recommendations concerning Loans that are past due, as to
      which
      there has been commencement of foreclosure, as to which there has been
      forbearance in exercise of remedies which are in default, as to which obligor
      is
      the subject of bankruptcy, receivership, or an arrangement of creditors, or
      as
      to which have become REO. Such reports and recommendations will be based upon
      information provided to the Credit Risk Manager pursuant to the Credit Risk
      Management Agreements or in the case of PNC, pursuant to this Agreement, and
      the
      Credit Risk Manager shall look solely to the related Servicer for all
      information and data (including loss and delinquency information and data)
      and
      loan level information and data relating to the servicing of the Loans. If
      the
      Credit Risk Manager is no longer able to perform its duties hereunder, the
      Depositor shall terminate the Credit Risk Manager and cause the appointment
      of a
      successor Credit Risk Manager. Upon any termination of the Credit Risk Manager
      or the appointment of a successor Credit Risk Manager, the Depositor shall
      give
      written notice thereof to the Seller, the Servicers, the Indenture Trustee
      and
      each Rating Agency. Notwithstanding the foregoing, the termination of the Credit
      Risk Manager pursuant to this Section 3.17 shall not become effective until
      the
      appointment of a successor Credit Risk Manager.

     

    In
      connection with those Loans serviced by PNC pursuant to this Agreement, PNC
      agrees to provide the Credit Risk Manager with all information on such Loans
      that is reasonably requested by the Credit Risk Manager that resides on PNC’s
      servicing system, which information shall include, but not be limited to,
      monthly performance data on each such Loan containing the information, where
      available, specified in Exhibit G to this Agreement, information on delinquent
      and defaulted PNC Serviced Loans, information on prepayment charges with respect
      to the PNC Serviced Loans, and copies of realized loss certificates or any
      itemization regarding each Liquidated Loan serviced by PNC for the applicable
      Collection Period.

     

    PNC
      shall
      permit the Credit Risk Manager to conduct an on-site review and evaluation
      of
      its operations, as they relate to the PNC Serviced Loans, no more than annually,
      unless circumstances warrant special review. Circumstances warranting special
      review shall include, but not be limited to, a request by the Depositor that
      a
      review be conducted. The review and evaluation will be conducted upon at least
      thirty (30) days prior written notice to PNC by the Credit Risk Manager, and
      shall be conducted at the Credit Risk Manager’s expense.

     

    The
      Credit Risk Manager may provide the Servicers with advice regarding the
      management of specific Loans. The Credit Risk Manager’s advice is made in the
      form of recommendations only, and the Credit Risk Manager does not have the
      right to direct the Servicers in performing their duties under the this
      Agreement. The Credit Risk Manager acknowledges that any Servicer may, after
      review and analysis of the Credit Risk Manager’s recommendation, accept or
      reject such advice, in such Servicer’s sole discretion, subject to the duties of
      the Servicer set forth in this Agreement.

     

    Section
      3.18  Limitation
      Upon Liability of the Credit Risk Manager.

     

    Neither
      the Credit Risk Manager, nor any of the directors, officers, employees or agents
      of the Credit Risk Manager, shall be under any liability to the Indenture
      Trustee, the Securityholders or the Depositor for any action taken or for
      refraining from the taking of any action in good faith pursuant to this
      Agreement, in reliance upon information provided by a Servicer under the Credit
      Risk Management Agreements or in the case of PNC, under this Agreement, or
      for
      errors in judgment; provided, however, that this provision shall not protect
      the
      Credit Risk Manager or any such person against liability that would otherwise
      be
      imposed by reason of willful malfeasance, bad faith or gross negligence in
      its
      performance of its duties under this Agreement or the Credit Risk Management
      Agreements. The Credit Risk Manager and any director, officer, employee or
      agent
      of the Credit Risk Manager may rely in good faith on any document of any kind
      prima facie properly executed and submitted by any Person respecting any matters
      arising hereunder, and may rely in good faith upon the accuracy of information
      furnished by any Servicer pursuant to the Credit Risk Management Agreements
      or
      in the case of PNC, pursuant to this Agreement, in the performance of its duties
      thereunder and hereunder.

     

    Section
      3.19  Advances
      by the Servicers.

     

    With
      respect to each Loan (other than the HELOCs), the related Servicer shall deposit
      in the related Custodial Account an amount equal to all Scheduled Payments
      (with
      interest at the Mortgage Interest Rate less the Servicing Fee Rate) which were
      due but not received on the related Loans during the applicable Collection
      Period; provided however, that with respect to any Balloon Loan that is
      delinquent on its maturity date, the related Servicer will not be required
      to
      advance the related balloon payment but will be required to continue to make
      Advances in accordance with this Section 3.19 with respect to such Balloon
      Loan
      in an amount equal to an assumed scheduled payment that would otherwise be
      due
      based on the original amortization schedule for that Loan (with interest at
      the
      Mortgage Rate less the Servicing Fee Rate). Each Servicer’s obligation to make
      such Advances as to any related Loan will continue through the last Scheduled
      Payment due prior to the payment in full of such Mortgage Loan, or through
      the
      date that the related Mortgaged Property has, in the judgment of such Servicer,
      been completely liquidated; provided however, that such obligation with respect
      to any related Loan shall cease if such Servicer determines, in its reasonable
      opinion, that Advances with respect to such Loan are Nonrecoverable Advances;
      provided that the related Servicer will be required to make Advances until
      the
      earlier of (i) through the time at which the related Loan becomes 120 days
      delinquent or (ii) the time at which the related Servicer determines that such
      Advances with respect to such Loan are Nonrecoverable Advances. In the event
      that such Servicer determines that any such Advances are Nonrecoverable
      Advances, such Servicer shall provide the Indenture Trustee with a certificate
      signed by a Servicing Officer evidencing such determination.

     

    If
      an
      Advance is required to be made hereunder, the related Servicer shall on the
      related Servicer Remittance Date either (i) deposit in the Custodial Account
      from its own funds an amount equal to such Advance, (ii) cause to be made an
      appropriate entry in the records of the Custodial Account that funds in such
      account being held for future distribution or withdrawal have been, as permitted
      by this Section 3.19, used by the related Servicer to make such Advance or
      (iii)
      make Advances in the form of any combination of clauses (i) and (ii) aggregating
      the amount of such Advance. Any such funds being held in a Custodial Account
      for
      future distribution and so used shall be replaced by the related Servicer from
      its own funds by deposit in such Custodial Account on or before any future
      Payment Date in which such funds would be due. The related Servicer shall be
      entitled to be reimbursed from the Custodial Account for all Advances of its
      own
      funds made pursuant to this Section as provided in Section 3.03.

     

    If
      the
      amount of Advances received from a Servicer is less than the amount required
      to
      be advanced by such Servicer, the Indenture Trustee shall be obligated to make
      a
      payment in an amount equal to such deficiency, subject to any determination
      by
      the Indenture Trustee that any portion of the amount required to be advanced
      is
      a Nonrecoverable Advance.

     

    Section
      3.20  Indenture
      Trustee to Act as Servicer.

     

    In
      the
      event that any Servicer shall for any reason no longer be a Servicer hereunder
      (including by reason of a Servicing Default), the Indenture Trustee or its
      successor shall thereupon assume all of the rights and obligations of such
      Servicer hereunder arising thereafter (except that the Indenture Trustee shall
      not be (i) obligated to make Advances if it is prohibited from doing so by
      applicable law, (ii) deemed to have made any representations and warranties
      of
      such Servicer hereunder), (iii) liable for any losses of such Servicer pursuant
      to this Agreement or any acts or omissions of the related predecessor of such
      Servicer hereunder, or (iv) obligated to effectuate repurchases or substitutions
      of Loans hereunder including, but not limited to, repurchases or substitutions
      of Loans pursuant to Section 2.03 hereof. Any such assumption shall be subject
      to Section 7.02 hereof.

     

    Each
      Servicer shall, upon request of the Indenture Trustee, but at the expense of
      such Servicer, if such Servicer is terminated pursuant to Section 7.01 hereof,
      deliver to the assuming party all documents and records relating to each
      Subservicing Agreement or substitute Subservicing Agreement and the Loans then
      being serviced thereunder and hereunder by such Servicer and an accounting
      of
      amounts collected or held by it and otherwise use commercially reasonable
      efforts to effect the orderly and efficient transfer of the Subservicing
      Agreement or substitute Subservicing Agreement to the assuming
      party.

     

    Section
      3.21  Special
      Serviced Loans.

     

    If
      directed by the Special Servicer and solely at the Special Servicer’s option,
      each Servicer (a “Transferring Servicer”), shall transfer the servicing of any
      Loan 180 days or more delinquent to the Special Servicer. The Special Servicer
      shall thereupon assume all of the rights and obligations of the Transferring
      Servicer, as Servicer, hereunder arising thereafter and the Transferring
      Servicer shall have no further rights or obligations, as Servicer, hereunder
      with respect to such Mortgage Loan (except that the Special Servicer shall
      not
      be (i) liable for any acts or omissions of the Transferring Servicer hereunder
      prior to the servicing transfer date or (iii) deemed to have made any
      representations and warranties of the Transferring Servicer hereunder). Upon
      the
      transfer of the servicing of any such Loan to the Special Servicer, the Special
      Servicer shall be entitled to the Servicing Fee and other compensation accruing
      after the servicing transfer date with respect to such Mortgage Loans pursuant
      to Section 3.09.

     

    In
      connection with the transfer of the servicing of any Loan to the Special
      Servicer, the Transferring Servicer, at the Special Servicer’s expense, shall
      deliver to the Special Servicer all documents and records relating to such
      Loans
      and an accounting of amounts collected or held by it and otherwise use its
      commercially reasonable efforts to effect the orderly and efficient transfer
      of
      the servicing to the Special Servicer. On the servicing transfer date, the
      Special Servicer shall reimburse the Transferring Servicer for all unreimbursed
      Advances, Servicing Advances and Servicing Fees relating to the Loans for which
      the servicing is being transferred. The Special Servicer shall be entitled
      to be
      reimbursed pursuant to Section 3.03 or otherwise pursuant to this Agreement
      for
      all such Advances, Servicing Advances and Servicing Fees paid by the
      Transferring Servicer pursuant to this Section 3.22. In addition, the Special
      Servicer shall notify the Issuer and Indenture Trustee of such transfer and
      the
      effective date of such transfer, and the Indenture Trustee shall update its
      records to reflect that such Loans are Special Serviced Loans.

     

    Section
      3.22  Advance
      Facility.

     

    (a)  Each
      Servicer (other than PNC) is hereby authorized to enter into a financing or
      other facility (any such arrangement, an “Advance Facility”) under which (1)
      such Servicer assigns or pledges to another Person (an “Advancing Person”) such
      Servicer’s rights under this Agreement to be reimbursed for any Advances or
      Servicing Advances and/or (2) an Advancing Person agrees to fund some or all
      Advances and/or Servicing Advances required to be made by such Servicer pursuant
      to this Agreement. No consent of the Indenture Trustee, Noteholders or
      Certificateholders or any other party is required before a Servicer may enter
      into an Advance Facility; provided,
      however,
      that
      the consent of the Indenture Trustee (which consent shall not be unreasonably
      withheld) shall be required before a Servicer may cause to be outstanding at
      one
      time more than one Advance Facility with respect to Advances or more than one
      Advance Facility with respect to Servicing Advances. Notwithstanding the
      existence of any Advance Facility under which an Advancing Person agrees to
      fund
      Advances and/or Servicing Advances on a Servicer’s behalf, such Servicer shall
      remain obligated pursuant to this Agreement to make Advances and Servicing
      Advances pursuant to and as required by this Agreement, and shall not be
      relieved of such obligations by virtue of such Advance Facility. If a Servicer
      enters into an Advance Facility, and for so long as an Advancing Person remains
      entitled to receive reimbursement for any Advances or Servicing Advances
      outstanding and previously unreimbursed pursuant to this Agreement, then such
      Servicer may elect by providing written notice to the Indenture Trustee not
      to
      be permitted to reimburse itself for Advances and/or Servicing Advances, as
      applicable, pursuant to Section 3.03 of this Agreement, but following any such
      election such Servicer shall be required to include amounts collected that
      would
      otherwise be retained by such Servicer to reimburse it for previously
      unreimbursed Advances (“Advance Reimbursement Amounts”) and/or previously
      unreimbursed Servicing Advances (“Servicing Advance Reimbursement Amounts” and
      together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each
      case to the extent such type of Reimbursement Amount is included in the Advance
      Facility) in the remittance to the Indenture Trustee made pursuant to this
      Agreement to the extent of amounts on deposit in the related Custodial Account
      on the related Servicer Remittance Date. Notwithstanding anything to the
      contrary herein, in no event shall Advance Reimbursement Amounts or Servicing
      Advance Reimbursement Amounts be included in Interest Remittance Amounts or
      Principal Remittance Amounts or distributed to Noteholders. Any Servicer, if
      making the election set forth herein, shall report to the Indenture Trustee
      the
      portions of the Reimbursement Amounts that consist of Advance Reimbursement
      Amounts and Servicing Advance Reimbursement Amounts, respectively.

     

    (b)  If
      a
      Servicer enters into an Advance Facility and makes the election set forth in
      Section 3.23(a), such Servicer and the related Advancing Person shall deliver
      to
      the Indenture Trustee a written notice and payment instruction (an “Advance
      Facility Notice”), providing the Indenture Trustee with written payment
      instructions as to where to remit Advance Reimbursement Amounts and/or Servicing
      Advance Reimbursement Amounts (each to the extent such type of Reimbursement
      Amount is included within the Advance Facility) on subsequent Payment Dates.
      The
      payment instruction shall require the applicable Reimbursement Amounts to be
      distributed to the Advancing Person or to a trustee or custodian (an “Advance
      Facility Trustee”) designated in the Advance Facility Notice. An Advance
      Facility Notice may only be terminated by the joint written direction of the
      related Servicer and the related Advancing Person (and any related Advance
      Facility Trustee); provided,
      however,
      that
      the provisions of this Section 3.23 shall cease to be applicable when all
      Advances and Servicing Advances funded by an Advancing Person, and when all
      Advances and Servicing Advances (the rights to be reimbursed for which have
      been
      assigned or pledged to an Advancing Person), have been repaid to the related
      Advancing Person in full.

     

    (c)  Reimbursement
      Amounts shall consist solely of amounts in respect of Advances and/or Servicing
      Advances made with respect to the Loans for which the related Servicer would
      be
      permitted to reimburse itself in accordance with Section 3.03(xii), (xiii),
      (xiv) and (xvi) hereof, assuming such Servicer had made the related Advance(s)
      and/or Servicing Advance(s). Notwithstanding the foregoing, no Person shall
      be
      entitled to reimbursement from funds held in the related Custodial Account
      for
      future distribution to Noteholders pursuant to the provisions of Section 3.19.
      The Indenture Trustee shall not have any duty or liability with respect to
      the
      calculation of any Reimbursement Amount and shall be entitled to rely without
      independent investigation on the Advance Facility Notice and on the applicable
      Servicer’s report of the amount of Advance Reimbursement Amounts and Servicing
      Advance Reimbursement Amounts that were included in the remittance from the
      related Servicer to the Trustee pursuant to Section 3.03(ii). Each Servicer
      (other than PNC) shall maintain and provide to any successor Servicer a detailed
      accounting on a loan-by-loan basis as to amounts advanced by, pledged or
      assigned to, and reimbursed to any Advancing Person. The successor Servicer
      shall be entitled to rely on any such information provided by the related
      Servicer and the successor Servicer shall not be liable for any errors in such
      information.

     

    (d)  With
      respect to any Advance Facility pursuant to which a Servicer has made the
      election set forth in Section 3.23(a), the documentation establishing any
      Advance Facility shall require that Reimbursement Amounts distributed with
      respect to each Loan be allocated to outstanding unreimbursed Advances or
      Servicing Advances (as the case may be) made with respect to that Loan on a
      “first-in, first-out” (FIFO) basis. Such documentation shall also require the
      related Servicer to provide to the related Advancing Person or Advance Facility
      Trustee loan-by-loan information with respect to each Reimbursement Amount
      distributed by the Indenture Trustee to such Advancing Person or Advance
      Facility Trustee on each Payment Date, to enable the Advancing Person or Advance
      Facility Trustee to make the FIFO allocation of each Reimbursement Amount with
      respect to each Loan. The related Servicer shall remain entitled to be
      reimbursed by the Advancing Person or Advance Facility Trustee for all Advances
      and Servicing Advances funded by such Servicer to the extent the related rights
      to be reimbursed therefor have not been assigned or pledged to an Advancing
      Person.

     

    If
      a
      Servicer enters into an Advance Facility, such Servicer shall indemnify the
      Indenture Trustee and the Trust and any successor Servicer, as applicable,
      from
      and against any claims, losses, liabilities or damages resulting from the
      establishment of such Advance Facility and any claim by the related Advancing
      Person or any other Person, except to the extent that such claim, loss,
      liability or damage resulted from or arose out of negligence, recklessness
      or
      willful misconduct on the part of the successor Servicer or the Indenture
      Trustee, or failure by the successor Servicer or the Indenture Trustee to remit
      funds as required by Section 3.23(b). Any amendment to this Section 3.23 or
      to
      any other provision of this Agreement that may be necessary or appropriate
      to
      effect the terms of an Advance Facility as described generally in this Section
      3.23, including amendments to add provisions relating to a successor Servicer,
      may be entered into by the parties hereto without the consent of any Noteholder
      notwithstanding anything to the contrary in Section 8.01 of or elsewhere in
      this
      Agreement or the Indenture.

     

    Section
      3.23  Prepayment
      Charges.
      

     

    Notwithstanding
      anything in this Agreement to the contrary, in the event of a Principal
      Prepayment of a Loan, the related Servicer may not waive any Prepayment Charge
      or portion thereof required by the terms of the related Mortgage Note unless
      (i)
      the Loan is in default or foreseeable default and such waiver (a) is standard
      and customary in servicing similar mortgage loans to the Loans and (b) would,
      in
      the reasonable judgment of the related Servicer, maximize recovery of total
      proceeds taking into account the value of such Prepayment Charge and the related
      Loan, (ii)(A) the enforceability thereof is limited (1) by bankruptcy,
      insolvency, moratorium, receivership, or other similar law relating to
      creditors’ rights generally or (2) due to acceleration in connection with a
      foreclosure or other involuntary payment, or (B) the enforceability is otherwise
      limited or prohibited by applicable law, (iii) the enforceability would be
      considered “predatory” pursuant to written guidelines issued by any applicable
      federal, state or local authority having jurisdiction over such matters, (iv)
      the related Servicer is unable to locate documentation sufficient to allow
      it to
      confirm the existence and amount of such Prepayment Charge after using
      commercially reasonable efforts to locate such documentation, which efforts
      shall include, but are not limited to, seeking such documentation from the
      Depositor, the Seller, the Custodians and from its own records or files, (v)
      the
      Mortgaged Property has been damaged such that the current value of the Mortgaged
      Property has been reduced by at least half as a result of a natural disaster
      or
      other insured or uninsured peril, and the Mortgagor has elected to pay the
      Loan
      in full rather than rebuild the Mortgaged Property and (vi) with respect to
      any
      Group 2 Loan, the Prepayment Charge is waived in accordance with Accepted
      Servicing Practices for handling outstanding small balances on home equity
      lines
      of credit similar to the Group 2 Loans. For the avoidance of doubt, the related
      Servicer may waive a Prepayment Charge in connection with a short sale or short
      payoff on a defaulted Loan. If the related Servicer has waived all or a portion
      of a Prepayment Charge relating to a Principal Prepayment, other than as
      provided above, the related Servicer shall deliver to the Indenture Trustee
      no
      later than the Business Day immediately preceding the next Payment Date, for
      deposit into the Payment Account the amount of such Prepayment Charge (or such
      portion thereof as had been waived) for distribution in accordance with the
      terms of the Indenture; provided, however, the related Servicer shall not have
      any obligation to pay the amount of any uncollected Prepayment Charge under
      this
      Section 3.23 if such Servicer did not have a copy of the related Mortgage Note,
      such Servicer requested via email a copy of the same from the Indenture Trustee
      and the Indenture Trustee failed to provide such a copy within two (2) Business
      Days of receipt of such request. If the related Servicer has waived all or
      a
      portion of a Prepayment Charge for any reason, it shall promptly notify the
      Indenture Trustee thereof and shall include such information in any monthly
      reports it provides the Indenture Trustee. Notwithstanding any provision in
      this
      Agreement to the contrary, in the event the Prepayment Charge payable under
      the
      terms of the Mortgage Note is different from the amount of the Prepayment Charge
      set forth in the Mortgage Loan Schedule or other information provided to the
      related Servicer, such Servicer shall rely conclusively on the Prepayment Charge
      as set forth under the terms of the Mortgage Note. To the extent the Prepayment
      Charge payable under the terms of the Mortgage Note is less than the amount
      of
      the Prepayment Charge set forth in the Loan Schedule or other information
      provided to the related Servicer, such Servicer shall not have any liability
      or
      obligation with respect to such difference, and in addition shall not have
      any
      liability or obligation to pay the amount of any uncollected Prepayment Charge
      if the failure to collect such amount is the direct result of inaccurate or
      incomplete information on the Loan Schedule.

     

    ARTICLE
      IV

     

    Servicing
      Certificates

     

    Section
      4.01  Statements
      to Securityholders.
      Each
      Servicer shall provide to the Indenture Trustee, the information (the “Servicing
      Certificate”) necessary to calculate the information set forth in Exhibit J ,
      and any other information the Indenture Trustee reasonably requires, in such
      form as the Indenture Trustee shall reasonably request, or in such form as
      may
      be mutually agreed upon between such Servicer and the Indenture Trustee, with
      respect to each Loan serviced by such Servicer no later than 4:00 PM New York
      City time on the Data Remittance Date to enable the Indenture Trustee to
      calculate the amounts to be distributed to each Class of Notes and Certificates
      and otherwise perform its distribution, accounting and reporting requirements
      hereunder and under the Indenture.
      

     

    Prior
      to
      the close of business on the Business Day next succeeding each Servicer
      Remittance Date, each Servicer shall furnish a written statement to the
      Indenture Trustee setting forth the aggregate amounts required to be withdrawn
      from the related Custodial Account and deposited into Payment Account, as
      applicable, prior to the related Servicer Remittance Date pursuant to
      Section 3.03. The determination by a Servicer of such amounts shall, in the
      absence of obvious error, be presumptively deemed to be correct for all purposes
      hereunder and the Owner Trustee and Indenture Trustee shall be protected in
      relying upon the same without any independent check or verification. In
      addition, upon the Issuer’s written request, each Servicer shall promptly
      furnish information reasonably requested by the Issuer that is reasonably
      available to such Servicer to enable the Issuer to perform its federal and
      state
      income tax reporting obligations.

     

    ARTICLE
      V

     

    Payment
      Account

     

    Section
      5.01  Payment
      Account.
      The
      Indenture Trustee shall establish and maintain a Payment Account titled “U.S.
      Bank, National Association., as Indenture Trustee, for the benefit of the
      Securityholders and the Certificate Paying Agent pursuant to the Indenture,
      dated as of the Closing Date, between Home Equity Mortgage Trust 2006-2 and
      U.S.
      Bank National Association.” The Payment Account shall be an Eligible Account. On
      each Payment Date, amounts on deposit in the Payment Account will be distributed
      by the Indenture Trustee in accordance with Section 3.05 of the
      Indenture.

     

    ARTICLE
      VI

     

    THE
      SERVICERS AND THE SPECIAL SERVICER

     

    Section
      6.01  Liability
      of the Servicers and the Special Servicer.
      The
      Special Servicer and each Servicer shall be liable in accordance herewith only
      to the extent of the obligations specifically imposed upon and undertaken by
      the
      Special Servicer or such Servicer herein. 

     

    Section
      6.02  Merger
      or Consolidation of, or Assumption of the Obligations of the Special Servicer
      or
      a Servicer.
      Any
      corporation or other entity into which the Special Servicer or a Servicer may
      be
      merged or converted or with which it may be consolidated, or any corporation
      or
      other entity resulting from any merger, conversion or consolidation to which
      the
      Special Servicer or a Servicer shall be a party, or any corporation or other
      entity succeeding to the business of the Special Servicer or a Servicer, shall
      be the successor of the Special Servicer or such Servicer, hereunder, without
      the execution or filing of any paper or any further act on the part of any
      of
      the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Each
      Servicer or the Special Servicer may assign its rights and delegate its duties
      and obligations under this Servicing Agreement (including in connection with
      the
      sale or transfer of substantially all of its assets); provided
      that the
      Person accepting such assignment or delegation shall be a Person which is
      qualified to service mortgage loans similar to those in the Trust Estate, is
      reasonably satisfactory to the Indenture Trustee, the Insurer and the Issuer,
      is
      willing to service the related Loans and executes and delivers to the Indenture
      Trustee and the Issuer an agreement, in form and substance reasonably
      satisfactory to the Indenture Trustee, the Insurer and the Issuer, which
      contains an assumption by such Person of the due and punctual performance and
      observance of each covenant and condition to be performed or observed by the
      related Servicer or the Special Servicer, as applicable, under this Servicing
      Agreement; provided
      further
      that each Rating Agency’s rating of the Securities without regard to the Policy,
      in effect immediately prior to such assignment and delegation will not be
      qualified, reduced, or withdrawn as a result of such assignment and delegation
      (as evidenced by a letter to such effect from each Rating Agency); and provided
      further that the Owner Trustee receives an Opinion of Counsel to the effect
      that
      such assignment or delegation shall not cause the Issuer to be treated as a
      corporation for federal or state income tax purposes. Any Person accepting
      such
      assignment or delegation as a Servicer or as Special Servicer shall be
      considered “reasonably satisfactory” to the Indenture Trustee and the Issuer if
      the Indenture Trustee or the Issuer, as applicable, does not object to such
      assignment within 30 days after notification from the related Servicer or the
      Special Servicer of such proposed assignment to such Person. 

     

    Section
      6.03  Limitation
      on Liability of the Servicers, the Special Servicer and Others.
      None of
      the Special Servicer nor a Servicer nor any of the directors or officers or
      employees or agents of the Special Servicer or a Servicer shall be under any
      liability to the Issuer, the Owner Trustee, the Indenture Trustee, the Indenture
      Trustee or the Securityholders for any action taken or for refraining from
      the
      taking of any action in good faith pursuant to this Servicing Agreement,
      provided, however, that this provision shall not protect the Special Servicer
      or
      a Servicer or any such Person against any liability which would otherwise be
      imposed by reason of its willful misfeasance, bad faith or gross negligence
      in
      the performance of its duties hereunder or by reason of its reckless disregard
      of its obligations and duties hereunder. The Special Servicer and each Servicer
      and any director or officer or employee or agent of the Special Servicer and
      each Servicer may rely in good faith on any document of any kind prima facie
      properly
      executed and submitted by any Person respecting any matters arising hereunder.
      The Special Servicer and each Servicer and any director or officer or employee
      or agent of the Special Servicer or a Servicer shall be indemnified by the
      Issuer and held harmless against any loss, liability or expense incurred in
      connection with any legal action relating to this Servicing Agreement or the
      Securities, other than any loss, liability or expense incurred by reason of
      its
      willful misfeasance, bad faith or gross negligence in the performance of its
      duties hereunder or by reason of its reckless disregard of its obligations
      and
      duties hereunder. None of the Special Servicer nor any Servicer shall be under
      any obligation to appear in, prosecute or defend any legal action which is
      not
      incidental to its duties to service or master service the related Loans in
      accordance with this Servicing Agreement, and which in its opinion may involve
      it in any expense or liability; provided,
      however,
      that
      the Special Servicer and each Servicer may in its sole discretion undertake
      any
      such action which it may deem necessary or desirable in respect of this
      Servicing Agreement, and the rights and duties of the parties hereto and the
      interests of the Securityholders. In such event, the reasonable legal expenses
      and costs of such action and any liability resulting therefrom shall be
      expenses, costs and liabilities of the Issuer, the Special Servicer or the
      related Servicer shall be entitled to be reimbursed therefor. The Special
      Servicer’s and each Servicer’s right to indemnity or reimbursement pursuant to
      this Section 6.03 shall survive any resignation or termination of the
      Special Servicer or such Servicer pursuant to Section 6.04 or 7.01 with
      respect to any losses, expenses, costs or liabilities arising prior to such
      resignation or termination (or arising from events that occurred prior to such
      resignation or termination).

     

    Section
      6.04  Special
      Servicer and Servicers Not to Resign.
      Subject
      to the provisions of Section 6.02, none of the Special Servicer nor any
      Servicer shall resign from the obligations and duties hereby imposed on it
      except (i) upon determination that the performance of its obligations or duties
      hereunder are no longer permissible under applicable law or are in material
      conflict by reason of applicable law with any other activities carried on by
      it
      or its subsidiaries or Affiliates, the other activities of the Special Servicer
      or such Servicer so causing such a conflict being of a type and nature carried
      on by the Special Servicer or such Servicer or its subsidiaries or Affiliates
      at
      the date of this Servicing Agreement or (ii) upon satisfaction of the following
      conditions: (a) the Special Servicer or such Servicer has proposed a successor
      special servicer or servicer to the Issuer and Indenture Trustee in writing
      and
      such proposed successor special servicer or servicer is reasonably acceptable
      to
      the Issuer, the Insurer and Indenture Trustee; and (b) each Rating Agency shall
      have delivered a letter to the Issuer and Indenture Trustee prior to the
      appointment of the successor special servicer or successor servicer stating
      that
      the proposed appointment of such successor special servicer as Special Servicer
      or such successor servicer as Servicer hereunder will not result in the
      reduction or withdrawal of the then current rating of the Securities without
      regard to the Policy; provided, however, that no such resignation by the Special
      Servicer or a Servicer shall become effective until, with
      the
      consent of the Insurer with respect to a successor servicer of
      the
      Group 2 Loans, such special servicer or servicer shall have assumed such
      Servicer’s or Special Servicer’s responsibilities and obligations hereunder or
      the Indenture Trustee shall have designated a special servicer or servicer
      in
      accordance with Section 7.02. Any such resignation shall not relieve the
      Special Servicer or a Servicer of responsibility for any of the obligations
      specified in Sections 7.01 and 7.02 as obligations that survive the resignation
      or termination of the Special Servicer or a Servicer. Any such determination
      permitting the resignation of the Special Servicer or a Servicer as contemplated
      by clause (i) above shall be evidenced by an Opinion of Counsel to such effect
      delivered to the Indenture Trustee and the Insurer.

     

    Notwithstanding
      the foregoing, at the Seller’s request and with the consent of the Insurer with
      regards to PNC and the Group 2 Loans, so long as it is the owner of the
      servicing rights, PNC, Wilshire, Ocwen or the Special Servicer shall resign
      upon
      the Seller’s selection and appointment of a successor servicer; provided that
      the conditions described in clause (ii) of the above paragraph are
      satisfied.

     

    Section
      6.05  Delegation
      of Duties.
      In the
      ordinary course of business, each Servicer at any time may delegate any of
      its
      duties hereunder to any Person, including any of its Affiliates, who agrees
      to
      conduct such duties in accordance with standards comparable to those with which
      such Servicer complies pursuant to Section 3.01. Such delegation shall not
      relieve the related Servicer of its liabilities and responsibilities with
      respect to such duties and shall not constitute a resignation within the meaning
      of Section 6.04.

     

    ARTICLE
      VII

     

    Default

     

    Section
      7.01  Servicing
      Default.
      If any
      one of the following events (“Servicing Default”) shall occur and be
      continuing:

     

    (i)  Any
      failure by a Servicer to deposit in the related Custodial Account or Payment
      Account any deposit required to be made under the terms of this Servicing
      Agreement which continues unremedied for a period of three Business Days after
      the date upon which written notice of such failure shall have been given to
      such
      Servicer by the Issuer or the Indenture Trustee; or

     

    (ii)  Failure
      on the part of a Servicer duly to observe or perform in any material respect
      any
      other covenants or agreements of such Servicer set forth in this Servicing
      Agreement, which failure, in each case, materially and adversely affects the
      interests of Securityholders or the Insurer and which continues unremedied
      for a
      period of 45 days after the date on which written notice of such failure,
      requiring the same to be remedied, and stating that such notice is a “Notice of
      Default” hereunder, shall have been given to such Servicer by the Issuer or the
      Indenture Trustee; or

     

    (iii)  The
      entry
      against a Servicer of a decree or order by a court or agency or supervisory
      authority having jurisdiction in the premises for the appointment of a trustee,
      conservator, receiver or liquidator in any insolvency, conservatorship,
      receivership, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding up or liquidation of its affairs, and
      the continuance of any such decree or order undischarged or unstayed and in
      effect for a period of 60 consecutive days; or

     

    (iv)  a
      Servicer shall voluntarily go into liquidation, consent to the appointment
      of a
      conservator, receiver, liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to such Servicer or of or relating to all or
      substantially all of its property, or a decree or order of a court, agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver, liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against such Servicer and such decree or order shall have remained
      in force undischarged, unbonded or unstayed for a period of 60 days; or such
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors
      or
      voluntarily suspend payment of its obligations; or

     

    (v)  any
      failure of a Servicer to make any Advance, to the extent required under Section
      3.19 in the manner and at the time required to be made from its own funds
      pursuant to this Agreement and after receipt of notice from the Indenture
      Trustee, which failure continues unremedied after the close of business on
      the
      Business Day immediately preceding the related Payment Date; or

     

    (vi)  with
      respect to Ocwen, failure of clause (A) of the Ocwen Termination Test;


     

    (vii)  with
      respect to PNC, the satisfaction of clause (l) of the definition of “Rapid
      Amortization Event”; or

     

    (viii)  any
      failure of a Servicer to deliver to the Indenture Trustee and the Depositor
      the
      items required by Section 3.10, 3.11 and 3.15(b) within two Business Days of
      notice thereof after the requisite due date from the Indenture Trustee or the
      Depositor.

     

    then,
      and
      in every such case, so long as a Servicing Default shall not have been remedied
      by the related Servicer, either the Issuer, the Indenture Trustee, or in the
      case of the Group 2 Loans, the Insurer, by notice then given in writing to
      the
      related Servicer shall terminate all of the rights and obligations of the
      related Servicer as servicer under this Servicing Agreement other than its
      right
      to receive servicing compensation and expenses for servicing the Loans hereunder
      and the rights to reimburse itself for Advances and Servicing Advances made
      during any period prior to the date of such termination and the Issuer or the
      Indenture Trustee may exercise any and all other remedies available at law
      or
      equity. Any such notice to a Servicer shall also be given to each Rating Agency,
      the Insurer and the Issuer. On or after the receipt by a Servicer of such
      written notice, all authority and power of such Servicer under this Servicing
      Agreement, whether with respect to the Securities or the Loans or otherwise,
      shall, subject to Section 7.02 of this Servicing Agreement, pass to and be
      vested in the Indenture Trustee (in the case of the termination of a Servicer,
      pursuant to and under this Section 7.01; and, without limitation, the
      Indenture Trustee, the Indenture Trustee, is hereby authorized and empowered
      to
      execute and deliver, on behalf of such Servicer , as attorney-in-fact or
      otherwise, any and all documents and other instruments, and to do or accomplish
      all other acts or things necessary or appropriate to effect the purposes of
      such
      notice of termination, whether to complete the transfer and endorsement of
      each
      related Loan and related documents, or otherwise. Each Servicer agrees to
      cooperate with the Indenture Trustee, the Indenture Trustee, in effecting the
      termination of the responsibilities and rights of such Servicer hereunder,
      including, without limitation, the transfer to the Indenture Trustee for the
      administration by it of all cash amounts relating to the related Loans that
      shall at the time be held by such Servicer and to be deposited by it in the
      related Custodial Account, or that have been deposited by such Servicer in
      the
      related Custodial Account or thereafter received by such Servicer with respect
      to the related Loans. All reasonable costs and expenses (including, but not
      limited to, attorneys’ fees) incurred in connection with amending this Servicing
      Agreement to reflect such succession as a Servicer pursuant to this
      Section 7.01 shall be paid by the predecessor Servicer upon presentation of
      reasonable documentation of such costs and expenses.

     

    In
      the
      case of a Servicing Default pursuant to Section 7.01(v) resulting from the
      failure of a Servicer to make a required Advance, the Indenture Trustee shall
      prior to the next Payment Date, immediately make such Advance, unless such
      Advance would, in its judgment, be a Nonrecoverable Advance, and immediately
      terminate all of the rights and obligations of such Servicer under this
      Agreement and in and to the related Loans and the proceeds thereof, other than
      its rights as a Securityholder hereunder and the rights to reimburse itself
      for
      Advances and Servicing Advances previously made pursuant to this Agreement
      and
      the right to accrued and unpaid Servicing Fees.

     

    Notwithstanding
      any termination of the activities of a Servicer hereunder, such Servicer shall
      be entitled to receive, out of any late collection of a payment on a Loan which
      was due prior to the notice terminating such Servicer ’s rights and obligations
      hereunder and received after such notice, that portion to which the related
      Servicer would have been entitled pursuant to Sections 3.03 and 3.09 as well
      as
      its Servicing Fee in respect thereof, and any other Advances or other amounts
      payable to such Servicer hereunder the entitlement to which arose prior to
      the
      termination of its activities hereunder.

     

    Notwithstanding
      the foregoing, a delay in or failure of performance under Section 7.01(i)
      or under Section 7.01(ii) after the applicable grace periods specified in
      such Sections, shall not constitute a Servicing Default if such delay or failure
      could not be prevented by the exercise of reasonable diligence by the related
      Servicer and such delay or failure was caused by an act of God or the public
      enemy, acts of declared or undeclared war, public disorder, rebellion or
      sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes,
      floods or similar causes. The preceding sentence shall not relieve a Servicer
      from using reasonable efforts to perform its respective obligations in a timely
      manner in accordance with the terms of this Servicing Agreement and the related
      Servicer shall provide the Indenture Trustee, the Insurer and the
      Securityholders with notice of such failure or delay by it, together with a
      description of its efforts to so perform its obligations. Each Servicer shall
      immediately notify the Indenture Trustee and the Owner Trustee in writing of
      any
      Servicing Default.

     

    Section
      7.02  Indenture
      Trustee to Act; Appointment of Successor.
      (a)
      On and
      after the time a Servicer receives a notice of termination pursuant to
      Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture
      Trustee shall be the successor in all respects to that Servicer in its capacity
      as a servicer under this Servicing Agreement and the transactions set forth
      or
      provided for herein and shall be subject to all the responsibilities, duties
      and
      liabilities relating thereto placed on such Servicer by the terms and provisions
      hereof. Nothing in this Servicing Agreement shall be construed to permit or
      require the Indenture Trustee to (i) be responsible or accountable for any
      act
      or omission of a Servicer prior to the issuance of a notice of termination
      hereunder, (ii) require or obligate the Indenture Trustee, in its capacity
      as
      successor Servicer, to purchase, repurchase or substitute any Loan, (iii) fund
      any Additional Balances with respect to any Loan, (iv) pay any deductible under
      an insurance policy pursuant to Section 3.04, (v) fund any losses on any
      Permitted Investment directed by any other Servicer, (vi) make Advances if
      it is
      prohibited from doing so by applicable law or (vii) be responsible for the
      representations and warranties of a Servicer . As compensation therefor, the
      Indenture Trustee shall be entitled to such compensation as the related Servicer
      would have been entitled to hereunder, in each case if no such notice of
      termination had been given. Notwithstanding the above, (i) if the Indenture
      Trustee is unwilling to act as successor Servicer, or (ii) if the Indenture
      Trustee is legally unable so to act, the Indenture Trustee may (in the situation
      described in clause (i)) or shall (in the situation described in clause (ii))
      appoint or petition a court of competent jurisdiction to appoint any established
      housing and home finance institution, bank or other mortgage loan or home equity
      loan servicer having a net worth of not less than $10,000,000 as the successor
      to the related Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of such Servicer hereunder; provided
      that the
      appointment of any such successor Servicer will not result in the qualification,
      reduction or withdrawal of the ratings assigned to the Securities by the Rating
      Agencies. Pending appointment of a successor to a Servicer hereunder, unless
      the
      Indenture Trustee is prohibited by law from so acting, the Indenture Trustee
      shall act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the successor shall be entitled to receive
      compensation out of payments on related Loans in an amount equal to the
      compensation which the related Servicer would otherwise have received pursuant
      to Section 3.09 (or such lesser compensation as the Indenture Trustee and
      such successor shall agree). The appointment of a successor Servicer shall
      not
      affect any liability of the predecessor Servicer which may have arisen under
      this Servicing Agreement prior to its termination as a Servicer (including,
      without limitation, the obligation to pay any deductible under an insurance
      policy pursuant to Section 3.04), nor shall any successor Servicer be
      liable for any acts or omissions of the predecessor Servicer or for any breach
      by such Servicer of any of its representations or warranties contained herein
      or
      in any related document or agreement. The Indenture Trustee and such successor
      shall take such action, consistent with this Servicing Agreement, as shall
      be
      necessary to effectuate any such succession.

     

    (b)  Any
      successor, including the Indenture Trustee, to the related Servicer as servicer
      shall during the term of its service as servicer (i) continue service and
      administer the related Loans for the benefit of the Securityholders and, in
      the
      case of the Group 2 Loans, the Insurer and (ii) maintain in force a policy
      or
      policies of insurance covering errors and omissions in the performance of its
      obligations as Servicer hereunder and a fidelity bond in respect of its
      officers, employees and agents to the same extent as such Servicer is so
      required pursuant to Section 3.13.

     

    (c)  Any
      successor Servicer, including the Indenture Trustee, shall not be deemed in
      default or to have breached its duties hereunder if the predecessor Servicer
      shall fail to deliver any required deposit to the related Custodial Account
      or
      otherwise cooperate with any required servicing transfer or succession
      hereunder.

     

    (d)  In
      connection with the termination or resignation of a Servicer hereunder, either
      (i) the successor Servicer (including the Indenture Trustee as a successor
      Servicer), shall represent and warrant that it is a member of MERS in good
      standing and shall agree to comply in all material respects with the rules
      and
      procedures of MERS in connection with the servicing of the Loans that are
      registered with MERS, in which case the predecessor Servicer shall cooperate
      with the successor Servicer (including the Indenture Trustee, if applicable)
      in
      causing MERS to revise its records to reflect the transfer of servicing to
      the
      successor Servicer as necessary under MERS’ rules and regulations, or (ii) the
      predecessor Servicer shall cooperate with the successor Servicer in causing
      MERS
      to execute and deliver an assignment of Mortgage in recordable form to transfer
      the Mortgage from MERS to the Indenture Trustee and to execute and deliver
      such
      other notices, documents and other instruments as may be necessary or desirable
      to effect a transfer of such Loan or servicing of such Loan on the MERS® System
      to the successor Servicer. The predecessor Servicer shall file or cause to
      be
      filed any such assignment in the appropriate recording office. In connection
      with the termination or resignation (other than a resignation pursuant to the
      second paragraph of Section 6.04) of a Servicer, the predecessor Servicer shall
      bear any and all fees of MERS, costs of preparing any assignments of Mortgage,
      and fees and costs of filing any assignments of Mortgage that may be required
      under this subsection (d). The successor Servicer shall cause such
      assignment to be delivered to the Indenture Trustee or the Custodian promptly
      upon receipt of the original with evidence of recording thereon or a copy
      certified by the public recording office in which such assignment was
      recorded.

     

    Section
      7.03  Notification
      to Securityholders.
      Upon
      any termination of or appointment of a successor to a Servicer pursuant to
      this
      Article VII or Section 6.04, the Indenture Trustee shall give prompt
      written notice thereof to the Securityholders, the Insurer, the Issuer and
      each
      Rating Agency.

     

    ARTICLE
      VIII

     

    Miscellaneous
      Provisions

     

    Section
      8.01  Amendment.
      This
      Servicing Agreement may be amended, with the consent of the Insurer, from time
      to time by the parties hereto, provided that any amendment be accompanied by
      a
      letter from the Rating Agencies that the amendment will not result in the
      downgrading or withdrawal of the rating then assigned to the Securities without
      regard to the Policy and a tax opinion to the effect that neither such amendment
      nor any action permitted by such amendment and not otherwise permitted by this
      Agreement will cause either REMIC IA, REMIC IB, REMIC IC, REMIC ID, REMIC IIA,
      REMIC IIB or REMIC IIC to fail to qualify as a REMIC or give rise to the
      imposition of a tax on “prohibited transactions” of a REMIC on either REMIC IA,
      REMIC IB, REMIC IC, REMIC ID, REMIC IIA, REMIC IIB or REMIC IIC. Promptly after
      the execution by the Servicers, the Issuer, the Special Servicer and Indenture
      Trustee of any amendment of this Servicing Agreement pursuant to this
      Section 8.01, the Indenture Trustee shall provide the Custodian with
      written copies thereof. Any failure of the Indenture Trustee to mail such
      notice, or any defect therein, shall not, however, in any way impair or affect
      the validity of any such amendment.

     

    Section
      8.02  GOVERNING
      LAW.
      THIS
      SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
      8.03  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 certified
      mail, return receipt requested, to (a) in the case of Wilshire, Wilshire Credit
      Corporation, 14523 SW Millikan Way, Suite 200, Beaverton, Oregon 97005
      Attention: Jay Memmott, with a copy to Stoel Rives LLP, 900 SW Fifth, Portland,
      Oregon 97204 Attention: Gary Barnum, (b) in the case of Ocwen, Ocwen Loan
      Servicing, LLC, 1661 Worthington Road, Centrepark West, Suite 100, West Palm
      Beach, FL 33409, Attention: Secretary, (c) in the case of PNC, PNC Bank, N.A.,
      2730 Liberty Avenue, Pittsburgh, Pennsylvania 15222, Attention: PNCCS Manager,
      with a copy to One PNC Plaza - 21st Floor, 249 Fifth Avenue, Pittsburgh,
      Pennsylvania 15222, Attention: Chief Counsel, Consumer Bank Group, (d) in the
      case of SPS, Select Portfolio Servicing, Inc., 3815 South West Temple, Salt
      Lake
      City, Utah, Attention: General Counsel, (e) in the case of Moody’s, Home Loan
      Monitoring Group, 99 Church Street, 4th Floor, New York, New York 10007,
      (f) in the case of Standard & Poor’s, 55 Water Street - 41st Floor, New
      York, New York 10041, Attention: Residential Mortgage Surveillance Group, (g)
      in
      the case of Fitch, Inc. One State Street Plaza, New York, New York 10004, (h)
      in
      the case of the Owner Trustee, Wilmington Trust Company, as set forth in the
      Trust Agreement, (i) in the case of the Indenture Trustee, U.S. Bank National
      Association, Corporate Trust Services, 60 Livingston Avenue, Mailcode:
      EP-MN-WS3D, St. Paul, Minnesota 55107-2232, Attention: Structured Finance -
      ABSC
      HEMT 2006-2 and (j) in the case of the Underwriter, at Credit Suisse Securities
      (USA) LLC, 11 Madison Avenue, 4th Floor, New York, New York 10010,
      Attention: Home Equity Mortgage Trust 2006-2, (i) or, as to each party, at
      such
      other address as shall be designated by such party in a written notice to each
      other party. Any notice required or permitted to be mailed to a Securityholder
      shall be given by first class mail, postage prepaid, at the address of such
      Securityholder as shown in the Register. Any notice so mailed within the time
      prescribed in this Servicing Agreement shall be conclusively presumed to have
      been duly given, whether or not the Securityholder receives such notice. Any
      notice or other document required to be delivered or mailed by the Indenture
      Trustee to any Rating Agency shall be given on a reasonable efforts basis and
      only as a matter of courtesy and accommodation and the Indenture Trustee shall
      have no liability for failure to delivery such notice or document to any Rating
      Agency.

     

    Section
      8.04  Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Servicing
      Agreement shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Servicing Agreement and
      shall
      in no way affect the validity or enforceability of the other provisions of
      this
      Servicing Agreement or of the Securities or the rights of the Securityholders
      thereof.

     

    Section
      8.05  Third-Party
      Beneficiaries.
      This
      Servicing Agreement will inure to the benefit of and be binding upon the parties
      hereto, the Securityholders, the Insurer with regard to the Group 2 Loans,
      the
      Owner Trustee and their respective successors and permitted assigns. Except
      as
      otherwise provided in this Servicing Agreement, no other Person will have any
      right or obligation hereunder.

     

    Section
      8.06  Counterparts.
      This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    Section
      8.07  Effect
      of Headings and Table of Contents.
      The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

     

    Section
      8.08  Termination.
      The
      respective obligations and responsibilities of the Servicers, the Special
      Servicer, the Issuer and the Indenture Trustee created hereby shall terminate
      upon the last action required to be taken by the Issuer pursuant to the Trust
      Agreement and by the Indenture Trustee pursuant to the Indenture following
      the
      later of the date on or before which the Indenture or Trust Agreement is
      terminated.

     

    Section
      8.09  Certain
      Matters Affecting the Indenture Trustee.
      For all
      purposes of this Servicing Agreement, in the performance of any of its duties
      or
      in the exercise of any of its powers hereunder, the Indenture Trustee shall
      be
      subject to and entitled to the benefits of Article VI of the
      Indenture.

     

    Section
      8.10  Owner
      Trustee Not Liable for Loan Files.
      The
      recitals contained herein shall not be taken as the statements of the Owner
      Trustee, and the Owner Trustee assumes no responsibility for the correctness
      thereof. The Owner Trustee makes no representations as to the validity or
      sufficiency of this Servicing Agreement, of any Basic Document or of the
      Certificates (other than the signatures of the Owner Trustee on the
      Certificates) or the Notes, or of any Loan Files. The Owner Trustee shall at
      no
      time have any responsibility or liability with respect to the sufficiency of
      the
      Owner Trust Estate or its ability to generate the payments to be distributed
      to
      Certificateholders under the Trust Agreement or the Noteholders under the
      Indenture, including, the compliance by the Depositor or the Seller with any
      warranty or representation made under any Basic Document or in any related
      document or the accuracy of any such warranty or representation, or any action
      of the Certificate Paying Agent, the Certificate Registrar or the Indenture
      Trustee taken in the name of the Owner Trustee.

     

    It
      is
      expressly understood and agreed by the parties hereto that with respect to
      the
      execution of this Servicing Agreement by Wilmington Trust Company (the “Trust
      Company”) for the Issuer (a) this Servicing Agreement is executed and delivered
      by the Trust Company, not individually or personally, but solely as Owner
      Trustee, in the exercise of the powers and authority conferred and vested in
      it,
      pursuant to the Trust Agreement, (b) each of the representations, undertakings
      and agreements herein made on the part of the Issuer is made and intended not
      as
      personal representations, undertakings and agreements by the Trust Company
      but
      is made and intended for the purpose for binding only the Issuer, (c) nothing
      herein contained shall be construed as creating any liability on the Trust
      Company, individually or personally, to perform any covenant either expressed
      or
      implied contained herein, all such liability, if any, being expressly waived
      by
      the parties hereto and by any person claiming by, through or under the parties
      hereto, and (d) under no circumstances shall the Trust Company be personally
      liable for the payment of any indebtedness or expenses of the Issuer or be
      liable for the breach or failure of any obligation, representation, warranty
      or
      covenant made or undertaken by the Issuer under this Servicing Agreement or
      any
      other related documents.

     

    Section
      8.11  Entire
      Agreement.

     

    (a)  This
      Servicing Agreement shall constitute the entire agreement between the parties
      with respect to the matters contained herein and shall supercede any prior
      written or oral agreements relating thereto.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, the Servicers, the Special Servicer, the Indenture Trustee
      and
      the Issuer have caused this Servicing Agreement to be duly executed by their
      respective officers or representatives all as of the day and year first above
      written.

     

    
      	 	 	 
	 	WILSHIRE
              CREDIT
              CORPORATION, as a Servicer
	 
 	 
 	 
 
	 	By:  	/s/ Ken Frye
	 	
              
Name:  Ken
              Frye
	 	Title:
              Senior
              Vice President


    

     

    
      
        	 	 	 
	 	OCWEN
                LOAN
                SERVICING, LLC, as a Servicer
	 
 	 
 	 
 
	 	By:  	 /s/ Richard Delgado
	 	
                
Name:  Richard
                Delgado
	 	Title:
                Authorized
                Representative


      

      
         

        
          
            	 	 	 
	 	PNC
                    BANK, N.A., as
                    a Servicer
	 
 	 
 	 
 
	 	By:  	 /s/ James DeFoggia
	 	
                    
Name:  James
                    DeFoggia
	 	Title:
                    Senior
                    Vice President


          

           

          
            
              
                	 	 	 
	 	SELECT
                        PORTFOLIO
                        SERVICING, INC., as a Special Servicer
	 
 	 
 	 
 
	 	By:  	 /s/ Timothy J. O'Brien
	 	
                        
Name:  Timothy
                        J. O'Brien
	 	Title:
                        Executive
                        Vice President of
                        Operations


              

            

          

        

      

    

     

    
      
        
          
            	 	 	 
	 	HOME
                    EQUITY
                    MORTGAGE TRUST 2006-2
	 
 	 
 	
                    WILMINGTON
                      TRUST COMPANY, not in its individual capacity but solely as
                      Owner
                      Trustee

 
	 	By:  	
                    /s/
                      Anita E. Dallago

                  
	 	
                    
Name:  Anita
                    E. Dallago
	 	Title:
                    Senior
                    Financial Services
                    Officer


          

        

      

       

      
        
          
            	 	 	 
	 	
                    U.S.
                      BANK NATIONAL ASSOCIATION,

                    not
                      in its individual capacity but solely as Indenture
                      Trustee

                  
	 
 	 
 	 
 
	 	By:  	
                    /s/
Becky
                      Warren

                  
	 	
                    
Name:  Becky
                    Warren
	 	Title:
                    Assistant
                    Vice President


          

        

      

       

    

    
      	
              CLAYTON
                FIXED INCOME SERVICES INC.

              
                hereby
                  acknowledges Section 3.17 and Section

                3.18
                  of this Agreement

                 

              

            	 	 	 
	By:   /s/
              Tim Kulick	 	 	 
	
              
                

              

            	 	 	
            
	
              Name:
                Tim Kulick

              Title: 
                Vice President

            	 	 	 


    

     


    
      
        
          


           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      A

    


    LOAN
      SCHEDULE


    [TO
      BE PROVIDED UPON REQUEST]

    



    
      
        
          
            	 	
                     

                  	 


          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      B

    LIMITED
      POWER OF ATTORNEY

    


    KNOW
      ALL
      MEN BY THESE PREMISES:

     

    In
      connection with the servicing of the Loans (each a “Loan” and collectively, the
“Loans”) under the Servicing Agreement, dated as of April 28, 2006, among
      Wilshire Credit Corporation (“Wilshire”), Ocwen Loan Servicing, LLC (“Ocwen”),
      PNC Bank, N.A. (“PNC”), Select Portfolio Servicing, Inc. (“SPS”), Home Equity
      Mortgage Trust 2006-2 (“Issuer”) and U.S. Bank National Association ( “Indenture
      Trustee”), Indenture Trustee does hereby constitute and appoint [______________]
      (the “Servicer”) as true and lawful attorneys for Indenture Trustee (but only
      for the purposes set forth herein) and pursuant to Section 3.01(and Section
      3.08, if applicable) of the Servicing Agreement hereby authorizes and empowers
      each such attorney, for and in the name and stead of Indenture Trustee to
      endorse, execute or deliver any and all documents or instruments of satisfaction
      or cancellations or of partial or full release or discharge, and all other
      comparable instruments, with respect to the related Loans, all in accordance
      with the terms of the Servicing Agreement, including, without limitation, the
      recording or filing with the appropriate public officials of such documents
      or
      instruments and the endorsement and deposit of any such instrument in connection
      with the foreclosure of any such Loan or bankruptcy or receivership of the
      Mortgagor of any such Loan. Capitalized terms used and not otherwise defined
      herein shall have the respective meaning ascribed to such term in the Serving
      Agreement.

     

    Indenture
      Trustee covenants and agrees that it shall, from time to time after the date
      hereof, at the request of Servicer, execute instruments confirming all of the
      foregoing authority of any of the attorneys or substitute attorneys. The
      foregoing shall not be deemed to be a breach by reason of any action or omission
      of any of the attorneys or such substitute attorneys as may be appointed
      hereunder.

     

    This
      power of attorney is revocable by the Indenture Trustee.

     

    IN
      WITNESS WHEREOF, the Indenture Trustee has caused this instrument to be signed
      by its duly authorized officer on this ____ of ________-, 200_.

     

    U.S.
      BANK
      NATIONAL ASSOCIATION, not in its individual capacity, but solely as Indenture
      Trustee under the Indenture

     

    By:_____________________________________  

    Name:
      __________________________________

    Title:___________________________________

    



    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    STATE
      OF
   )
      

                                                  
      SS.

    COUNTY
      OF           )

     

    On
      this
      __ day of ____________, 2006, before me the undersigned, Notary Public of said
      State, personally appeared _______________________________ and
      _____________________ personally known to me to be duly authorized officers
      of
      U.S. Bank National Association that executed the within instrument and
      personally known to me to be the persons who executed the within instrument
      on
      behalf of U.S. Bank National Association therein named, and acknowledged to
      me
      such U.S. Bank National Association executed the within instrument pursuant
      to
      its by-laws.

    


    
      	 	 	 	WITNESS my hand and official
              seal.
              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	Notary Public in and for
              the
              
	 	 	 	State
              of
              	 
	After recording, please
              mail to:
              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Attn:.
              	 	 	 	 


    

     

     


    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      C

    


    FORM
      OF
      REQUEST FOR RELEASE

    


    MBMS
      Standard Collateral Release File Layout

     

    This
      format is used for RELEASING COLLATERAL RECORDS.

    


    
      	
              Data

            	
              Type

            	
              Length

            	
              Dec

            	
              Definition
                / Comments

            
	
              Customer
                Code

            	
              C

            	
              4

            	
              0

            	
              Assigned
                by custodian

            
	
              Pool
                Number

            	
              C

            	
              10

            	
              0

            	
              Pool
                number

            
	
              Loan
                Number

            	
              C

            	
              13

            	
              0

            	
              Loan
                number of collateral

            
	
              Estimated
                Return Date

            	
              C

            	
              8

            	
              0

            	
              Date
                loan is expected to be returned (optional) YYYYMMDD

            
	
              Ship
                Destination

            	
              C

            	
              6

            	
              0

            	
              Location
                Code

            
	
              Release
                Code

            	
              C

            	
              2

            	
              0

            	
              Release
                Code Value (Ex. 1 - Payoff, 2- Foreclosure)

            
	
              Document
                List

            	
              C

            	
              30

            	
              0

            	
              Free-form
                list of documents to be released with collateral file
                (optional)

            
	
              Description

            	
              C

            	
              30

            	
              0

            	
              Notations
                (optional)

            
	
              Requestor

            	
              C

            	
              20

            	
              0

            	
              Name
                of party requesting release of documents

            
	
              Signator

            	
              C

            	
              4

            	
              0

            	
              Signator
                ID for electronic signator must be assigned by LaSalle

            
	
              Amend

            	
              C

            	
              1

            	
              0

            	
              Signifies
                if the release is amended:

              0
                -
                Do not amend

              1
                -
                Amend Existing Release

            


    

    


    NOTES:

    1.) File
      is
      128 characters in length.

    2.) Dates
      should be YYYYMMDD.

     

    Customer
      Code = 1007

    Pool
      Number = CSFB-BULK or the private security deal itself

    Loan
      Number = CSFB Loan #

    EST
      Return is blank

    Ship
      Destination              =
 PDPO            
        =
      PAID IN
      FULL

    SALE   =
      SOLD TO
      ANOTHER INVESTOR OR CUSTODIAN

    FORC
        =
      FORECLOSURE

    NLIQ 
        =
      NON
      LIQUIDATION

    OLIQ 
        =
      OTHER
      LIQUIDATION - REPURCHASE

     

    Release
      Codes =

    1
      - PAID
      IN FULL

    2
      -
      FORECLOSURE

    4- OTHER
      LIQUIDATION

    5- NON-LIQUIDATION

    8- SALE

     

    Document
      List = blank

    Description
      = blank

    Requestor
      = who is requesting file

    Signator
      = who’s electronic signature to use - once we set this up

     

    Amend
      = 0
      = do not amend

     

    1
      = Amend
      - this is used when you have a file out for foreclosure and you pay it off
      -
      never intending to return the file to LaSalle



    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D-1

    


    [RESERVED]

    



    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D-2

    


    FORM
      OF
      SERVICER CERTIFICATION

    


    
      	
              Re:
                

            	
              Asset
                Backed Securities Corporation

              Home
                Equity Mortgage Trust 2006-2

              Home
                Equity Loan-Backed Notes, Series
                2006-2

            


    

     

    I,
      ___________________________, a duly elected and acting officer of
      [__________________] (the “Servicer”), certify pursuant to Section 3.15(c) of
      the Servicing Agreement to the Depositor, the Indenture Trustee and each Person,
      if any, who “controls” the Depositor or the Indenture Trustee within the meaning
      of the Securities Act of 1933, as amended, and their respective officers and
      directors, with respect to the calendar year immediately preceding the date
      of
      this Certificate (the “Relevant Year”), as follows:

     

    (a)  For
      purposes of this Certificate, “Relevant Information” means the information in
      the certificate provided pursuant to Section 3.10 of the Servicing Agreement
      (the “Annual Statement of Compliance”) and the assessment provided pursuant to
      Section 3.11 of the Servicing Agreement (the “Assessment of Compliance”) for the
      Relevant Year and the information in all servicing reports required pursuant
      to
      the Indenture to be provided by the Servicer to the Indenture Trustee during
      the
      Relevant Year (as such information is amended or corrected in writing and
      delivered to the Indenture Trustee). Based on my knowledge, the Relevant
      Information, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      which is necessary to make the statements made therein, in light of the
      circumstances under which such statements were made, not misleading as of the
      last day of the Relevant Year;

     

    (b)  The
      Relevant Information required to be provided to the Indenture Trustee under
      the
      Indenture has been provided to the Indenture Trustee;

     

    (c)  I
      am
      responsible for reviewing the activities performed by the Servicer under the
      Indenture during the Relevant Year. Based upon the review required under the
      Servicing Agreement and my knowledge and except as disclosed in the Annual
      Statement of Compliance, Assessment
      of Compliance
      or the
      accountants’ attestation provided pursuant to Section 3.11 of the Servicing
      Agreement, the Servicer has fulfilled its obligations under the Servicing
      Agreement in all material respects throughout the Relevant Year.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Indenture, dated April 1, 2007 (the “Indenture”), among Asset Backed Securities
      Corporation, as depositor (the “Depositor”), Wilshire Credit Corporation, as a
      servicer (“Wilshire”), Ocwen Loan Servicing, LLC, as a servicer (“Ocwen”),
      Select Portfolio Servicing, Inc. as special servicer (“SPS”) and U.S. Bank
      National Association as Indenture Trustee (the “Indenture
      Trustee”).

     

    [_________________],

    as
      Servicer

    By:
      

    Name:

    Title:

    Date:

    


     


    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      E

    


    CHARGED
      OFF LOAN DATA REPORT

    


    (Available
      Upon Request)

    



    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      F

    


    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

    Key:

    X
      -
      obligation

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.


     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer
                and 

              Special
                Servicer

            	
              Custodian

            	
              IndentureTrustee

            
	 	 	 	 	 
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

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

            	
              X

              (Ocwen
                and PNC only)

            	 	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              X

            	 	 
	
              1122(d)(1)(iii)

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

            	
              N/A

            	 	 
	
              1122(d)(1)(iv)

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

            	
              X

            	 	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(2)(ii)

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

            	
              X

            	 	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	 	 
	
              1122(d)(2)(iv)

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

            	
              N/A

            	 	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X
                (n/a
                for PNC)

            	 	 
	
              1122(d)(2)(vii)
                

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

            	
              X

            	 	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	 	 	
              X

            
	
              1122(d)(3)(ii)

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

            	 	 	
              X

            
	
              1122(d)(3)(iii)

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

            	
              X

            	 	 
	
              1122(d)(3)(iv)

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

            	
              X

            	 	 
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	 	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

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

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X
                (n/a
                for PNC)

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

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

            	
              X

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	
              N/A

            	 	
              X

            


    

    


     


    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      G


     

    FORM
      OF
      PNC REPORT TO CREDIT RISK MANAGER


     

    

      
        	
                Name*

                 

              	
                 Text

              
	
                Loan
                  Number

                 

              	 Number
	
                Deal
                  Identifier by Loan

                 

              	 Text
	
                Original
                  FICO Score*

                 

              	 Number
	
                Original
                  Occupancy*

                 

              	 Text
	
                Documentation
                  (full, limited, stated, etc.)*

                 

              	 Text
	
                Purpose
                  (home improvement, debt consolidation, purchase)*

                 

              	 Text
	
                Original
                  Maximum Credit Line*

                 

              	 Number
	
                Original
                  Balance or Initial Draw*

                 

              	 Number
	
                Original
                  Appraisal Value*

                 

              	 Number
	
                Original
                  Maximum LTV*

                 

              	 Number
	
                Original
                  Senior Lien LTV*

                 

              	 Number
	
                Original
                  Senior Lien Balance*

                 

              	 Number
	
                Original
                  Interest Rate*

                 

              	 Number
	
                First
                  Payment Date*

                 

              	 MM/DD/YY
	
                Origination
                  Date*

                 

              	 MM/DD/YY
	
                Originator*

                 

              	 Text
	
                Loan
                  Term*

                 

              	 Number
	
                Product
                  Type (adjustable rate or fixed rate)*

                 

              	 Text
	
                Property
                  Type (single family residence, condo, etc)*

                 

              	 Text
	
                Street
                  Address*

                 

              	 Text
	
                City*

                 

              	 Text
	
                Zip
                  Code*

                 

              	 Text
	
                State*

                 

              	 Text
	
                Lien
                  Position*

                 

              	 Text/Number
	
                Date
                  Loan Transferred (if applicable)

                 

              	 MM/DD/YY
	
                Current
                  Senior Lien Balance

                 

              	 Number
	
                Current
                  Senior Lien Holder

                 

              	 Text
	
                Senior
                  Lien in Foreclosure Flag

                 

              	 Text
                (Y or N)
	
                Estimated
                  or Actual Senior Lien Foreclosure Sale Date

                 

              	 MM/DD/YY
	
                Current
                  FICO

                 

              	 Number
	
                Current
                  Outstanding Balance

                 

              	 Number
	
                Current
                  LTV

                 

              	 Number
	
                Current
                  Interest Rate

                 

              	 Number
	
                Current
                  Monthly Payment Amount

                 

              	 Number
	
                Number
                  of Advances (number
                  of advances per loan per month)

                 

              	
                 Number

              
	
                Monthly
                  Advances ($ amount of each loan’s advances for the month)

                 

              	
                 Number

                 

              
	
                Last
                  Interest Payment Date (date of last due date advancing
                  payment)

                 

              	
                 MM/DD/YY

                 

              
	
                Last
                  Interest Payment Amount

                 

              	 Number
	
                Frozen
                  Account Flag

                 

              	 Text
                (Y or N)
	
                Force-Placed
                  Insurance Flag

                 

              	 Text
                (Y or N)
	
                Force-Placed
                  Flood Insurance Flag

                 

              	 Text
                (Y or N)
	
                Re-aged
                  Account Flag

                 

              	 Text
                (Y or N)
	
                Last
                  Principal Payment Amount

                 

              	 Number
	
                Last
                  Principal Payment Date

                 

              	 MM/DD/YY
	
                Paid
                  Off Code (write off, charge off, borrower payoff)

                 

              	 Text
	
                Payoff
                  Date

                 

              	 MM/DD/YY
	
                Delinquency
                  Status (30-days, 60-days, etc.)

                 

              	 Text
	
                Current
                  Market Value 

                 

              	 Number
                
	
                Date
                  of Market Value

                 

              	 M/DD/YY
	
                As-is
                  Value

                 

              	 Number
	
                Repaired
                  Value

                 

              	 Number
	
                Type
                  of Valuation

                 

              	 Text
	
                Foreclosure
                  Flag

                 

              	 Text
                (Y or N)
	
                Bankruptcy
                  Flag

                 

              	 Text
                (Y or N)
	
                REO
                  Flag

                 

              	 Text
                (Y or N)
	
                Foreclosure
                  Start Date (Referral Date)

                 

              	 MM/DD/YY
	
                Scheduled
                  Foreclosure Sale Date

                 

              	 MM/DD/YY
	
                Foreclosure
                  Actual Sale Date

                 

              	 MM/DD/YY
	
                Actual
                  Notice of Intent Date

                 

              	 MM/DD/YY
	
                Actual
                  First Legal Date

                 

              	 MM/DD/YY
	
                Bankruptcy
                  Chapter

                 

              	 Number
	
                Actual
                  Bankruptcy Start Date

                 

              	 MM/DD/YY
	
                Actual
                  Bankruptcy End Date

                 

              	 MM/DD/YY
	
                Actual
                  Payment Plan Start Date

                 

              	 MM/DD/YY
	
                Actual
                  Payment Plan End Date

                 

              	 MM/DD/YY
	
                Payment
                  Plan Term

                 

              	 Number
	
                Actual
                  REO Start Date

                 

              	 MM/DD/YY
	
                REO
                  List Date

                 

              	 MM/DD/YY
	
                REO
                  List Price

                 

              	 Number
	
                Vacancy/Occupancy
                  Status

                 

              	 Text
	
                Actual
                  Eviction Start Date

                 

              	 MM/DD/YY
	
                Actual
                  Eviction Completion Date

                 

              	 MM/DD/YY
	
                Sales
                  Price

                 

              	 Number
	
                Actual
                  Closing Date

                 

              	 MM/DD/YY
	
                Net
                  Sales Proceeds

                 

              	 Number
	
                Current
                  Max Line Amount

                 

              	 Number
	
                Number
                  of times 30-59 (Lifetime to date)

                 

              	 Number
	
                Number
                  of times 60-89 (Lifetime to date)

                 

              	 Number
	
                Number
                  of times 90-119 (Lifetime to date)

                 

              	 Number
	
                Number
                  of times 120-149 (Lifetime to date)

                 

              	 Number
	
                Number
                  of times 150-179 (Lifetime to date)

                 

              	 Number
	
                Initial
                  Debt-to-Income Ratio

                 

              	 Number
	
                Initial
                  Monthly Income

                 

              	 Number
	
                Initial
                  Time at Employer

                 

              	 Number
	
                Initial
                  Time at Residence

                 

              	 Number
	
                Employer

                 

              	 Text
	
                Charge
                  off Date

                 

              	 MM/DD/YY
	
                Charge
                  off Amount

                 

              	 Number
	
                Current
                  Past Due Amount

                 

              	 Number
	
                Number
                  of Advances (Year to Date)

                 

              	 Number
	
                Dollar
                  Amount Advanced (Year to Date)

                 

              	 Number
	
                Next
                  Payment Due Date

                 

              	 MM/DD/YY
	
                Self
                  Employed Flag

                 

              	
                 Y/N

              
	
                Fraud
                  Account Flag

                 

              	 Y/N
	
                Type
                  of Fraud

                 

              	 Text
	
                Date
                  of Fraud Identification

                 

              	 MM/DD/YY
	
                Date
                  of Last Re-Age

                 

              	 MM/DD/YY
	
                Number
                  of Re-Ages

                 

              	 Number
	
                Number
                  of Months Re-Aged

                 

              	 Number
	
                Last
                  Contact Date by Collections

                 

              	 MM/DD/YY
	
                Teaser
                  Rate

                 

              	 Number
	
                Teaser
                  Rate Period

                 

              	 Number
	
                Reset
                  Frequency

                 

              	 Text
	
                Initial
                  Appraisal Type

                 

              	 Text
	
                Percentage
                  of Credit Line Used

                 

              	 Number
	
                Credit
                  Line Closed Flag

                 

              	 Text
	
                Early
                  Termination Fee (where applicable)

                 

              	 Number
	
                PPP
                  Collected (where applicable)

                 

              	 Number
	
                PPP
                  Flag (where applicable)

                 

              	 Text
	
                PPP
                  Waived (where applicable)

                 

              	 Number
	
                PPP
                  Expiration Date (where applicable)

                 

              	 MM/DD/YY


      

    

     


    
      
        
          	 	
                   

                	 


        

         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

    


    DATA
      FIELDS FOR WILSHIRE SERVICED LOANS TRANSFERRED TO SPS

    


    
      	 	
              Fieldname

            	 	
              Field
                Purpose/Definition

            	 
	 	
              #
                of Units

            	 	
              #
                of separately livable units in the Collateral 

            	 
	 	
              Balloon
                Ind

            	 	
              Yes
                or No Indicator

            	 
	 	
              Accelerated

            	 	
              Has
                the loan been sent a demand letter

            	 
	 	
              SPS
                Loan ID#

            	 	
              Assigned
                from a pre-established list of available loan#'s provided by
                SPS

            	 
	 	
              Loan
                Amount

            	 	
              Original
                Loan Amount

            	 
	 	
              Original
                Payment Amount

            	 	
              Orig
                P&I per Note

            	 
	 	
              P&I
                Pmt

            	 	
              Current
                P&I 

            	 
	 	
              Sch
                Prin Balance

            	 	
              UPB
                purchased from seller

            	 
	 	
              Unpaid
                Principal Balance

            	 	
              Transfer
                UPB 

            	 
	 	
              Close
                Date

            	 	
              Date
                of Note or date of closing loan 

            	 
	 	
              First
                Due

            	 	
              1st
                Pmt Date per Note

            	 
	 	
              Next
                Due

            	 	
              1st
                Due to SPS 

            	 
	 	
              Maturity
                Date

            	 	
              Date
                loan matures

            	 
	 	
              Interest
                Paid Thru

            	 	
              For
                amortizing loans, 1 month and 1 day prior to Next Due 

            	 
	 	
              Term
                Months

            	 	
              loan
                term expressed in # of months to maturity

            	 
	 	
              Amortization
                Term

            	 	
              term
                in # of months over which P&I is amortized 

            	 
	 	
              Interest
                Calc Method

            	 	
              Code
                for type of interest accrual/application 

            	 
	 	
              Original
                Interest Rate

            	 	
              Orig
                Interest Rate per Note

            	 
	 	
              Current
                Int Rate

            	 	
              Current
                Effective Interest Rate 

            	 
	 	
              Borr
                1 First Name

            	 	
               

            	 
	 	
              Borr
                1 Middle Name

            	 	
               

            	 
	 	
              Borr
                1 Last Name

            	 	
               

            	 
	 	
              Borr
                1 Suffix

            	 	
               

            	 
	 	
              Borr
                2 First Name

            	 	
               

            	 
	 	
              Borr
                2 Middle Name

            	 	
               

            	 
	 	
              Borr
                2 Last Name

            	 	
               

            	 
	 	
              Borr
                2 Suffix

            	 	 	 
	 	
              Borr
                1 SSN

            	 	
              Primary
                borrower's SS# or TaxID#

            	 
	 	
              Borr
                2 SSN

            	 	
              Coborrower's
                SS# or TaxID#

            	 
	 	
              Borr
                1 Home Tele

            	 	 	 
	 	
              Borr
                2 Home Tele

            	 	 	 
	 	
              Borr
                1 Work Tele

            	 	 	 
	 	
              Borr
                2 Work Tele

            	 	 	 
	 	
              Property
                Addr 1

            	 	
              collateral
                property address

            	 
	 	
              Property
                Addr 2

            	 	
              collateral
                property address

            	 
	 	
              Property
                City

            	 	
              collateral
                property address

            	 
	 	
              Property
                State

            	 	
              collateral
                property address

            	 
	 	
              Property
                Zip

            	 	
              collateral
                property address

            	 
	 	
              Maling
                Addr 1

            	 	
              borrower
                mailing address/billing address

            	 
	 	
              Mailing
                Addr2

            	 	
              borrower
                mailing address/billing address

            	 
	 	
              Mailing
                City

            	 	
              borrower
                mailing address/billing address

            	 
	 	
              Mailing
                State

            	 	
              borrower
                mailing address/billing address

            	 
	 	
              Mailing
                Zip

            	 	
              borrower
                mailing address/billing address

            	 
	 	
              Property
                Type

            	 	 	 
	 	
              Lien
                Position

            	 	 	 
	 	
              Late
                Charge Code

            	 	
              Code
                for type of late charge 

            	 
	 	
              Late
                Chg Amt

            	 	
              Fixed
                Dollar Amount of late charge, if applicable

            	 
	 	
              Late
                Chg Rate

            	 	
              %
                of Late Charge for calculation

            	 
	 	
              Late
                Charge Min

            	 	
              Minimum
                Late Charge per Note terms

            	 
	 	
              Late
                Charge Max

            	 	
              Maximum
                Late Charge per Note terms 

            	 
	 	
              Days
                Before Late Charges

            	 	
              Grace
                Period before imposing Late Fees

            	 
	 	
              FHA/VA
                Case#

            	 	
              if
                applicable

            	 
	 	
              MERS
                MIN #

            	 	
              Provide
                for all loans registered on MERS system

            	 
	 	
              PMI
                Certificate #

            	 	
              Populate
                if loan carries Mtg Insurance

            	 
	 	
              Points

            	 	 	 
	 	
              Points
                Paid By

            	 	 	 
	 	
              Flood
                Zone

            	 	
              Zone
                per Flood Map

            	 
	 	
              Flood
                Insurance

            	 	
              Y/N
                flag to indicate if collateral is in zone requiring flood
                insurance

            	 
	 	
              Escrow
                Pmt

            	 	
              if
                applicable

            	 
	 	
              Escrow
                Balance

            	 	
              if
                applicable

            	 
	 	
              Int
                Paid at Closing

            	 	
              Any
                interest collected at closing for days to end of month

            	 
	 	
              Misc
                Suspense Balance

            	 	
              Sum
                of unapplied funds, if any

            	 
	 	
              Prepay
                Indicator

            	 	
              Y/N
                flag to indicate if the loan terms call for a penalty on
                prepayments

            	 
	 	
              Mortgage
                Type

            	 	
              Code
                for type of loan

            	 
	 	
              Loan
                Purpose

            	 	
              Code
                for purpose of loan

            	 
	 	
              Occupancy
                Status

            	 	
              HMDA
                status at origination (provide code definitions, if coded)

            	 
	 	
              Appraised
                Value

            	 	
              Value
                of appraisal at origination

            	 
	 	
              Arm
                Index

            	 	
              if
                applicable

            	 
	 	
              1st
                Adj Period (mos)

            	 	
              if
                applicable

            	 
	 	
              Rate
                Change Frequency

            	 	
              if
                applicable

            	 
	 	
              Payment
                Change Frequency

            	 	
              if
                applicable

            	 
	 	
              1st
                Max Adj Cap

            	 	
              if
                applicable

            	 
	 	
              1st
                Min Adj Cap

            	 	
              if
                applicable

            	 
	 	
              Reg
                Max Adj Cap

            	 	
              if
                applicable

            	 
	 	
              Reg
                Min Adj Cap

            	 	
              if
                applicable

            	 
	 	
              Rounding
                Factor

            	 	
              if
                applicable

            	 
	 	
              Round
                Basis

            	 	
              if
                applicable

            	 
	 	
              Lookback
                Period Days

            	 	
              if
                applicable

            	 
	 	
              1st
                Index Rate

            	 	
              if
                applicable

            	 
	 	
              1st
                Rate Adj Date

            	 	
              if
                applicable

            	 
	 	
              1st
                Pmt Adj Date

            	 	
              if
                applicable

            	 
	 	
              2nd
                Rate Adj Date

            	 	
              if
                applicable

            	 
	 	
              2nd
                Pmt Adj Date

            	 	
              if
                applicable

            	 
	 	
              Margin

            	 	
              if
                applicable

            	 
	 	
              Floor

            	 	
              if
                applicable

            	 
	 	
              Ceiling

            	 	
              if
                applicable

            	 
	 	
              Max
                Neg Am Percent

            	 	
              if
                applicable

            	 
	 	
              Last
                Change Effective Date

            	 	
              if
                applicable

            	 
	 	
              Last
                Change P&I Amount

            	 	
              if
                applicable

            	 
	 	
              Last
                Change Rate

            	 	
              if
                applicable

            	 
	 	
              CSFB
                Loan No

            	 	 	 
	 	
              Balloon
                Term

            	 	 	 
	 	
              Days
                DQ

            	 	
              Number
                of days loan is delinquent

            	 
	 	
              Total
                Late Charges

            	 	 	 
	 	
              Total
                NSF Charges

            	 	 	 
	 	
              Corp
                Adv Bal

            	 	
              Corporate
                Advance Balances

            	 
	 	
              BPO
                Value

            	 	
              Drive
                by appraisal value

            	 
	 	
              BPO
                Date

            	 	
              Drive
                by appraisal date

            	 
	 	
              BK
                Discharged

            	 	
              Date
                of previous bankruptcy discharge

            	 
	 	
              Prev
                BK Chap

            	 	
              Previous
                bankruptcy chapter number

            	 
	 	
              Prev
                BK Case No

            	 	
              Previous
                bankruptcy case number

            	 
	 	
              ALT
                LOAN NO

            	 	
              Originator's
                loan# (if available)

            	 
	 	
              FICO
                Score

            	 	
              if
                available

            	 
	 	
              Prepay
                Term

            	 	
              Term
                in # of months over which any prepayment penalty applies; populate
                0 or
                NULL, if Prepay Indicator = 'N' (if available)

            	 
	 	
              Senior
                Loan Amount

            	 	
              Aggregate
                balance of all Sr. liens (if available)

            	 
	 	
              Senior
                Lienholder

            	 	
              Name
                of Sr. (1st) lienholder (if available)

            	 
	 	
              Junior
                Loan Amount

            	 	
              Amount
                of any known liens junior in position (if available)

            	 
	 	
              Junior
                Lienholder

            	 	
              Name
                of Jr. lienholder (if available)

            	 


    

    


    

      
        
          
            
              	 	
                       

                    	 


            

             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



    EXHIBIT
      I

    


    FORM
      10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Indenture Trustee
      pursuant to Section 6.16(a)(i), (ii) and (iii) of the Indenture. If the
      Indenture Trustee is indicated below as to any item, then the Indenture Trustee
      is primarily responsible for obtaining that information. 

     

    Under
      Item 1 of Form 10-D: a) items marked “3.25 statement” are required to be
      included in the monthly statement under Section 3.25, provided by the Indenture
      Trustee based on information received from the Servicers to the extent required
      of the Servicers under the Servicing Agreement; and b) items marked “Form 10-D
      report” are required to be in the Form 10-D report but not the 3.25 statement,
      provided by the party indicated. Information under all other Items of Form
      10-D
      is to be included in the Form 10-D report. Items indicated as “N/A” are not
      applicable to the transaction.

     

    For
      purposes of this Exhibit, “Servicer” includes the Special Servicer.

     

    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              3.25
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              3.25
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              3.25
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              3.25
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              3.25
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              3.25
                statement

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              3.25
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              3.25
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              3.25
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              3.25
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              3.25
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              3.25
                statement

               

              Updated
                pool composition information fields to be as reasonably requested
                by
                Depositor in writing to each Servicer and the Indenture Trustee at
                least
                30 days prior to the related Servicer Data Remittance Date from time
                to
                time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              3.25
                statement.

               

               

              Form
                10-D report: Servicer/Depositor

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              3.25
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              Form
                10-D report: Depositor

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Seller (subject to Depositor approval)

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              3.25
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

               

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

               

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

               

              Form
                10-D report: Seller (subject to Depositor approval)

               

               

               

               

               

               

               

               

               

              Form
                10-D report: Seller (subject to Depositor approval)

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	
              Seller
                (subject to Depositor approval)

            
	
              2

            	
              Legal
                Proceedings

            
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Indenture
                Trustee

               

              Issuing
                entity

               

              Servicer
                or any Subservicer to which Servicer delegates servicing function
                to that
                is servicing 20% or more of pool assets at time of report

               

              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

              Custodian

            	
               

               

               

               

               

               

               

              Seller

               

              Depositor

               

              Indenture
                Trustee

               

              Depositor

               

              Servicer

               

               

               

               

              Depositor

               

               

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

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

               

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

            	
              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

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

               

              Report
                the occurrence of any Event of Default of which the Indenture Trustee
                has
                received written notice or has actual knowledge (after expiration
                of any
                grace period and provision of any required notice)

            	
              Indenture
                Trustee

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

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

            	
              Indenture
                Trustee

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

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

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

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

               

              Determining
                applicable disclosure threshold

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

               

              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

              Depositor

               

               

               

              Depositor

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

            	 
	
              8

            	
              Other
                Information

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

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            
	
              Distribution
                report

            	
              Indenture
                Trustee

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

            	
              Depositor

            
	
              8-K

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

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

               

              Examples:
                servicing agreement, custodial agreement.

               

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

            	
              Any
                of the following that is entering into a material definitive agreement:
                Servicer, Indenture Trustee, Seller, Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

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

               

              Examples:
                servicing agreement, custodial agreement.

            	
              Any
                of the following that is requesting termination of a material definitive
                agreement: Servicer, Indenture Trustee, Seller,
                Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

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

               

              Sponsor
                (Seller), Depositor, Master Servicer, affiliated Servicer, other
                Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Indenture Trustee, significant obligor, credit enhancer
                (10% or
                more), derivatives counterparty, Custodian

            	
              Any
                of the following that is in bankruptcy or receivership: Servicer,
                Indenture Trustee, Seller, Depositor, Custodian

            
	
              2.04

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

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

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 3.25 statement

            	
              Indenture
                Trustee

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Indenture
                Trustee (or Depositor, if the Indenture Trustee is not a party to
                such
                agreement or required to provide prior written consent to such
                amendment)

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

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

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              N/A

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	
              Depositor

            
	
              [Not
                included in reports to be filed under Section 8.12]

            
	
              6.02

            	
              Change
                of Servicer or Indenture Trustee

            
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or Indenture Trustee. Reg AB disclosure about any new
                servicer or Indenture Trustee is also required.

            	
              Indenture
                Trustee 

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                Reg AB disclosure about any new enhancement provider is also
                required.

            	
              Indenture
                Trustee

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Indenture
                Trustee

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

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

            	
              Depositor

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

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

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

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            
	
              9B

            	
              Other
                Information

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

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              N/A

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

               

              Determining
                applicable disclosure threshold

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

               

              Depositor

               

               

              Depositor

               

               

              Depositor

            
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Indenture
                Trustee

               

              Issuing
                entity

               

              Servicer
                or any other Subservicer to which Servicer delegates servicing function
                to
                that is servicing 20% or more of pool assets at time of
                report

               

              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

              Custodian

            	
               

               

               

               

               

               

               

              Seller

               

              Depositor

               

              Indenture
                Trustee

               

              Depositor

               

              Servicer

               

               

               

               

              Depositor

               

               

              Custodian

            
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Indenture
                Trustee

               

              Servicer
                or any other Subservicer to which Servicer delegates servicing function
                to
                that is servicing 20% or more of pool assets at time of
                report

               

              Originator

               

              Custodian

               

              Counterparty

            	
               

               

               

               

               

              Seller

               

              Depositor

               

              Indenture
                Trustee

               

              Servicer

               

               

               

               

              Depositor

               

              Custodian

               

              Depositor

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Indenture
                Trustee, Servicer, Custodian

            
	
              Item
                1123 - Servicer Compliance Statement

            	
              Servicer

            


    

    


     

    
      
        
          
            	 	
                     

                  	 


          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      J

    


    FORM
      OF
      SERVICING CERTIFICATE

    


    The
      following information will be provided by any Servicer to the Trustee in
      accordance with Section 4.01 hereof:

    


    
      	
              FIELD

            	
              DESCRIPTION

            
	
              LOAN

            	
              loan
                number

            
	
              STOP_ADV_FLAG

            	
              stop
                advance flag (Y = Yes, blank or N = No)

            
	
              RATE

            	
              interest
                rate (entered as a %)

            
	
              SF_RATE

            	
              servicing
                fee rate (entered as a %)

            
	
              LPMI_RATE**

            	
              lpmi
                rate (entered as a %)

            
	
              BEG_SCHED**

            	
              beg
                scheduled balance

            
	
              END_SCHED**

            	
              end
                scheduled balance

            
	
              END_ACT

            	
              end
                actual balance

            
	
              P&I

            	
              monthly
                p&i

            
	
              GROSS_INT

            	
              gross
                scheduled interest

            
	
              NEG_AM**

            	
              negative
                amortization

            
	
              SCHED_P**

            	
              scheduled
                principal

            
	
              CURTAIL

            	
              curtailments

            
	
              PREPAY

            	
              prepayments
                or liquidation principal

            
	
              PREPAY_DATE

            	
              prepayment
                or liquidation date

            
	
              PREPAY_CODE

            	
              PIF=60,
                repurchase = 65, liquidation = 2

            
	
              NEXT_DUE

            	
              borrower's
                next payment due

            
	
              STATUS

            	
              Bankruptcy,
                Foreclosure, REO

            
	
              BKCY_DATE

            	
              date
                the loan went into Bkcy

            
	
              FCLS_DATE

            	
              date
                the loan went into Fcls

            
	
              REO_DATE**

            	
              date
                the loan went into REO

            
	
              DELINQ

            	
              0,1,30,60,90,120
                ( 1 = 1-29, 30 = 30-59, etc...)

            
	
              PPIS**

            	
              prepayment
                interest shortfall (negative is excess)

            
	
              RAIS

            	
              relief
                act interest shortfall

            
	
              CURRLTV

            	
              current
                loan to value ratio (entered as %)

            
	
              BOOK_VALUE

            	
              latest
                BPO or market value or other book value as defined in governing
                doc

            
	
              PPP_Collected

            	
              PPPs
                collected from borrower

            
	
              PPP_Waived

            	
              PPPs
                waived by the servicer

            
	
              PPP_Servicer**

            	
              PPPs
                waived but paid by the servicer

            
	
              NON_REC_ADV**

            	
              nonrecoverable
                advances claimed (reimbursed) in the current period

            
	
              REIN_STOP_GINT**

            	
              reinstated
                stop advance gross interest

            
	
              REIN_STOP_NINT**

            	
              reinstated
                stop advance net interest

            
	
              REMIT

            	
              total
                remit for the loan

            
	
              MAT_DATE

            	
              Maturity
                Date

            
	
              ADV_P&I_CUR**

            	
              current
                period delinquent P&I advances made by servicer

            
	
              ADV_P&I_OUT**

            	
              cumulative
                outstanding delinquent P&I advances

            
	
              ADV_SERV_MADE**

            	
              current
                period servicer advances made by servicer (not including delinquent
                P&I advances)

            
	
              ADV_SERV_REIM**

            	
              current
                period servicer advances reimbursed to servicer (not including delinquent
                P&I advances)

            
	
              ADV_SERV_DESC**

            	
              description
                of current period servicer advances made/reimbursed by servicer (purpose,
                terms)

            
	
              MOD_EXT_WAIVE_FLAG

            	
              Y
                if mod

            
	
              MOD_EXT_WAIVE

            	
              description
                of modification, extensions or waivers to asset terms, fees or
                penalties

            
	
              MTHROLL**

            	
              Month
                until the next rate adjustment occurs (for ARMs only)

            
	
              DNEXTRATE**

            	
              Next
                Rate Adjustment Date

            
	
              NEXT_RATE**

            	
              next
                period's interest rate

            
	
              LIQUIDATION_FLAG**

            	
              liquidation
                flag (Y = Yes, blank or N = No)

            
	
              GROSS_PROCEEDS

            	
              gross
                sales proceeds

            
	
              SERV_ADV

            	
              unpaid
                servicing advances

            
	
              DEL_ADV**

            	
              unpaid
                delinquency advances

            
	
              SERV_FEES_UNPAID

            	
              unpaid
                servicing fees

            
	
              LEGAL_FEES

            	
              unpaid
                legal fees

            
	
              NET_PROCEEDS

            	
              net
                proceeds (gross_proceeds - serv_adv - del_adv - serv_fees_unpaid
                -
                legal_fees)

            
	
              LOSS

            	
              loss
                (beg_sched - net_proceeds)

            
	
              LOSS_ADD

            	
              trailing
                loss/ (gain)

            
	
              LOSS_ADD_DATE

            	
              trailing
                loss/ (gain) date

            
	
              DRAWS
                (only
                PNC)

            	
              draws
                taken by borrower

            


    

    


    **
      indicates not applicable to PNC

    


    



    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      I

    


    REPRESENTATIONS
      AND WARRANTIES OF WILSHIRE

    


    (i)  Wilshire
      is a corporation duly organized and validly existing under the laws of the
      State
      of Nevada and has full power and authority to own its assets and to transact
      the
      business in which it is currently engaged. Wilshire (including, where
      appropriate, through its Affiliates and subsidiaries) is duly qualified to
      do
      business and is in good standing in each jurisdiction in which the character
      of
      the business transacted by it or properties owned or leased by it requires
      such
      qualification and in which the failure to so qualify would have a material
      adverse effect on the business, properties, assets, or condition (financial
      or
      otherwise) of Wilshire;

     

    (ii)  Wilshire
      has full power and authority to make, execute, deliver and perform this
      Servicing Agreement and all of the transactions contemplated under this
      Servicing Agreement (including, where appropriate, through its subsidiaries),
      and has taken all necessary corporate action to authorize the execution,
      delivery and performance of this Servicing Agreement. When executed and
      delivered, this Servicing Agreement will constitute the legal, valid and binding
      obligation of Wilshire enforceable in accordance with its terms, except as
      enforcement of such terms may be limited by bankruptcy, insolvency or similar
      laws affecting the enforcement of creditors’ rights generally and by the
      availability of equitable remedies;

     

    (iii)  Wilshire
      is not required to obtain the consent of any other Person or any consent,
      license, approval or authorization from, or registration or declaration with,
      any governmental authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Servicing Agreement,
      except for such consent, license, approval or authorization, or registration
      or
      declaration, as shall have been obtained or filed, as the case may
      be;

     

    (iv)  The
      execution and delivery of this Servicing Agreement and the performance of the
      transactions contemplated hereby by Wilshire will not violate any material
      provision of any existing law or regulation or any order or decree of any court
      applicable to Wilshire or any provision of the articles or bylaws of Wilshire,
      or constitute a material breach of any mortgage, indenture, contract or other
      agreement to which Wilshire is a party or by which Wilshire may be
      bound;

     

    (v)  No
      litigation or administrative proceeding of or before any court, tribunal or
      governmental body is currently pending, or to the knowledge of Wilshire
      threatened, against Wilshire or any of its properties or with respect to this
      Servicing Agreement or the Securities which in the opinion of Wilshire has
      a
      reasonable likelihood of resulting in a material adverse effect on the
      transactions contemplated by this Servicing Agreement; and

     

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

     


    
      
        
          
            	 	
                     

                  	 


          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      II

    


    REPRESENTATIONS
      AND WARRANTIES OF OCWEN

    


    (vii)  Ocwen
      is
      a limited liability company duly organized and validly existing under the laws
      of the State of Delaware and has full power and authority to own its assets
      and
      to transact the business in which it is currently engaged. Ocwen (including,
      where appropriate, through its Affiliates and subsidiaries) is duly qualified
      to
      do business and is in good standing in each jurisdiction in which the character
      of the business transacted by it or properties owned or leased by it requires
      such qualification and in which the failure to so qualify would have a material
      adverse effect on the business, properties, assets, or condition (financial
      or
      otherwise) of Ocwen;

     

    (viii)  Ocwen
      has
      full power and authority to make, execute, deliver and perform this Servicing
      Agreement and all of the transactions contemplated under this Servicing
      Agreement (including, where appropriate, through its subsidiaries), and has
      taken all necessary corporate action to authorize the execution, delivery and
      performance of this Servicing Agreement. When executed and delivered, this
      Servicing Agreement will constitute the legal, valid and binding obligation
      of
      Ocwen enforceable in accordance with its terms, except as enforcement of such
      terms may be limited by bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights generally and by the availability of equitable
      remedies;

     

    (ix)  Ocwen
      is
      not required to obtain the consent of any other Person or any consent, license,
      approval or authorization from, or registration or declaration with, any
      governmental authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Servicing Agreement,
      except for such consent, license, approval or authorization, or registration
      or
      declaration, as shall have been obtained or filed, as the case may
      be;

     

    (x)  The
      execution and delivery of this Servicing Agreement and the performance of the
      transactions contemplated hereby by Ocwen will not violate any material
      provision of any existing law or regulation or any order or decree of any court
      applicable to Ocwen or any provision of the articles or bylaws of Ocwen, or
      constitute a material breach of any mortgage, indenture, contract or other
      agreement to which Ocwen is a party or by which Ocwen may be bound;

     

    (xi)  No
      litigation or administrative proceeding of or before any court, tribunal or
      governmental body is currently pending, or to the knowledge of Ocwen threatened,
      against Ocwen or any of its properties or with respect to this Servicing
      Agreement or the Securities which in the opinion of Ocwen has a reasonable
      likelihood of resulting in a material adverse effect on the transactions
      contemplated by this Servicing Agreement; and

     

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


     


    
      
        
          
            	 	
                     

                  	 


          

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF PNC

    


    (xiii)  PNC
      is a
      bank duly organized and validly existing under the laws of the State of
      Pennsylvania and has full power and authority to own its assets and to transact
      the business in which it is currently engaged. PNC (including, where
      appropriate, through its Affiliates and subsidiaries) is duly qualified to
      do
      business and is in good standing in each jurisdiction in which the character
      of
      the business transacted by it or properties owned or leased by it requires
      such
      qualification and in which the failure to so qualify would have a material
      adverse effect on the business, properties, assets, or condition (financial
      or
      otherwise) of PNC;

     

    (xiv)  PNC
      has
      full power and authority to make, execute, deliver and perform this Servicing
      Agreement and all of the transactions contemplated under this Servicing
      Agreement (including, where appropriate, through its subsidiaries), and has
      taken all necessary corporate action to authorize the execution, delivery and
      performance of this Servicing Agreement. When executed and delivered, this
      Servicing Agreement will constitute the legal, valid and binding obligation
      of
      PNC enforceable in accordance with its terms, except as enforcement of such
      terms may be limited by bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights generally and by the availability of equitable
      remedies;

     

    (xv)  PNC
      is
      not required to obtain the consent of any other Person or any consent, license,
      approval or authorization from, or registration or declaration with, any
      governmental authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Servicing Agreement,
      except for such consent, license, approval or authorization, or registration
      or
      declaration, as shall have been obtained or filed, as the case may
      be;

     

    (xvi)  The
      execution and delivery of this Servicing Agreement and the performance of the
      transactions contemplated hereby by PNC will not violate any material provision
      of any existing law or regulation or any order or decree of any court applicable
      to PNC or any provision of the articles or bylaws of PNC, or constitute a
      material breach of any material mortgage, indenture, contract or other agreement
      to which PNC is a party or by which PNC may be bound;

     

    (xvii)  No
      litigation or administrative proceeding of or before any court, tribunal or
      governmental body is currently pending, or to the knowledge of PNC threatened,
      against PNC or any of its properties which in the opinion of PNC has a
      reasonable likelihood of resulting in a material adverse effect on the
      transactions contemplated by this Servicing Agreement; and

     

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

     


    
      
        
          
            	 	
                     

                  	 


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      IV

    


    REPRESENTATIONS
      AND WARRANTIES OF SPS

    


    (xix)  SPS
      is a
      corporation duly organized and validly existing under the laws of the State
      of
      Utah and has full power and authority to own its assets and to transact the
      business in which it is currently engaged. SPS (including, where appropriate,
      through its Affiliates and subsidiaries) is duly qualified to do business and
      is
      in good standing in each jurisdiction in which the character of the business
      transacted by it or properties owned or leased by it requires such qualification
      and in which the failure to so qualify would have a material adverse effect
      on
      the business, properties, assets, or condition (financial or otherwise) of
      SPS;

     

    (xx)  SPS
      has
      full power and authority to make, execute, deliver and perform this Servicing
      Agreement and all of the transactions contemplated under this Servicing
      Agreement (including, where appropriate, through its subsidiaries), and has
      taken all necessary corporate action to authorize the execution, delivery and
      performance of this Servicing Agreement. When executed and delivered, this
      Servicing Agreement will constitute the legal, valid and binding obligation
      of
      SPS enforceable in accordance with its terms, except as enforcement of such
      terms may be limited by bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights generally and by the availability of equitable
      remedies;

     

    (xxi)  SPS
      is
      not required to obtain the consent of any other Person or any consent, license,
      approval or authorization from, or registration or declaration with, any
      governmental authority, bureau or agency in connection with the execution,
      delivery, performance, validity or enforceability of this Servicing Agreement,
      except for such consent, license, approval or authorization, or registration
      or
      declaration, as shall have been obtained or filed, as the case may
      be;

     

    (xxii)  The
      execution and delivery of this Servicing Agreement and the performance of the
      transactions contemplated hereby by SPS will not violate any material provision
      of any existing law or regulation or any order or decree of any court applicable
      to SPS or any provision of the articles or bylaws of SPS, or constitute a
      material breach of any mortgage, indenture, contract or other agreement to
      which
      SPS is a party or by which SPS may be bound;

     

    (xxiii)  No
      litigation or administrative proceeding of or before any court, tribunal or
      governmental body is currently pending, or to the knowledge of SPS threatened,
      against SPS or any of its properties or with respect to this Servicing Agreement
      or the Securities which in the opinion of SPS has a reasonable likelihood of
      resulting in a material adverse effect on the transactions contemplated by
      this
      Servicing Agreement; and

     

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