Unassociated Document


    EXHIBIT
      4.4

    
 

     

    [                                ]
      200__-[   ], as Issuer

     

     

    INDYMAC
      ABS, INC., as Depositor

     

     

    ____________________,
      as Trust Administrator and Servicer

     

     

    ____________________________,
      as Seller

     

     

    and

     

     

    ____________________________________,
      as Indenture Trustee

     

     

    ___________________________

     

    SALE
      AND
      SERVICING AGREEMENT

     

     

    Dated
      as
      of _______, 200_

    ___________________________

     

     

    [                                ]
      200__-[   ]

     

     

    MORTGAGE
      BACKED NOTES

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    TABLE
      OF
      CONTENTS

     

    

      
        	
                ARTICLE
                  I

                DEFINITIONS

                 

              
	
                Section
                  1.01. 

              	
                Definitions

              
	
                Section
                  1.02. 

              	
                Calculations
                  With Respect to the Mortgage Loans

              
	
                Section
                  1.03. 

              	
                Calculations
                  With Respect to Accrued Interest

                 

              
	
                ARTICLE
                  II

                CONVEYANCE
                  OF MORTGAGE LOANS

                 

              
	
                Section
                  2.01. 

              	
                Creation
                  and Declaration of Trust Estate; Conveyance of Mortgage
                  Loans.

              
	
                Section
                  2.02. 

              	
                Acceptance
                  of Trust Estate; Review of Documentation.

              
	
                Section
                  2.03. 

              	
                Grant
                  Clause.

              
	
                Section
                  2.04. 

              	
                Option
                  to Contribute Derivative Instrument.

                 

              
	
                ARTICLE
                  III

                REPRESENTATIONS
                  AND WARRANTIES

                 

              
	
                Section
                  3.01. 

              	
                Representations
                  and Warranties of the Depositor and the Seller.

              
	
                Section
                  3.02. 

              	
                Discovery
                  of Breach

              
	
                Section
                  3.03. 

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans.

                 

              
	
                ARTICLE
                  IV

                ADMINISTRATION
                  AND SERVICING OF MORTGAGE LOANS BY THE SERVICER AND THE TRUST
                  ADMINISTRATOR

                 

              
	
                Section
                  4.01. 

              	
                Servicer
                  to Perform Servicing Responsibilities.

              
	
                Section
                  4.02. 

              	
                Duties
                  of the Servicer; Representations and Warranties.

              
	
                Section
                  4.03. 

              	
                Servicer
                  Fidelity Bond and Servicer Errors and Omissions Insurance
                  Policy.

              
	
                Section
                  4.04. 

              	
                Servicer’s
                  Financial Statements and Related Information

              
	
                Section
                  4.05. 

              	
                Power
                  to Act; Procedures.

              
	
                Section
                  4.06. 

              	
                [Reserved]

              
	
                Section
                  4.07. 

              	
                Establishment
                  of and Deposits to Collection Account.

              
	
                Section
                  4.08. 

              	
                Application
                  of Funds in the Collection Account

              
	
                Section
                  4.09. 

              	
                Servicing
                  of the Mortgage Loans.

              
	
                Section
                  4.10. 

              	
                Reports
                  to Trust Administrator.

              
	
                Section
                  4.11. 

              	
                Reports
                  to Indenture Trustee and Noteholders.

              
	
                Section
                  4.12. 

              	
                Transfers
                  of Mortgaged Property.

              
	
                Section
                  4.13. 

              	
                Termination
                  for Cause.

              
	
                Section
                  4.14. 

              	
                Assumption
                  of Servicing by Indenture Trustee, Successor to
                  Servicer.

              
	
                Section
                  4.15. 

              	
                [Reserved]

              
	
                Section
                  4.16. 

              	
                Release
                  of Mortgage Files.

              
	
                Section
                  4.17. 

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

              
	
                Section
                  4.18. 

              	
                Opinion

              
	
                Section
                  4.19. 

              	
                [Reserved]

              
	
                Section
                  4.20. 

              	
                [Reserved]

              
	
                Section
                  4.21. 

              	
                [Reserved]

              
	
                Section
                  4.22. 

              	
                Indenture
                  Trustee To Retain Possession of Certain Insurance Policies and
                  Documents

              
	
                Section
                  4.23. 

              	
                Compensation
                  to the Servicer

              
	
                Section
                  4.24. 

              	
                [Reserved]

              
	
                Section
                  4.25. 

              	
                Reports
                  to the Indenture Trustee.

              
	
                Section
                  4.26. 

              	
                Annual
                  Officer’s Certificate as to Compliance.

              
	
                Section
                  4.27. 

              	
                Inspection.

              
	
                Section
                  4.28. 

              	
                Merger
                  or Consolidation

              
	
                Section
                  4.29. 

              	
                Resignation
                  of Servicer

              
	
                Section
                  4.30. 

              	
                Assignment
                  or Delegation of Duties by the Servicer

              
	
                Section
                  4.31. 

              	
                Limitation
                  on Liability of the Servicer and Others.

              
	
                Section
                  4.32. 

              	
                Indemnification;
                  Third Party Claims

              
	
                Section
                  4.33. 

              	
                Alternative
                  Index

              
	
                Section
                  4.34. 

              	
                Miscellaneous
                  Servicing Provisions.

              
	
                Section
                  4.35. 

              	
                Advance
                  Facility.

                 

              
	
                ARTICLE
                  V

                DEPOSITS
                  AND PAYMENTS TO HOLDERS

                 

              
	
                Section
                  5.01. 

              	
                The
                  Collection Account.

              
	
                Section
                  5.02. 

              	
                Payments
                  from the Collection Account.

              
	
                Section
                  5.03. 

              	
                [Reserved].

              
	
                Section
                  5.04. 

              	
                Control
                  of the Trust Account and Deferred Interest.

              
	
                Section
                  5.05. 

              	
                Advances
                  by Servicer.

              
	
                Section
                  5.06. 

              	
                The
                  Interest Rate Cap Agreements.

              
	
                Section
                  5.07. 

              	
                [Class
                  AF-5B] Policy; Rights of the [Class AF-5B] Insurer.

                 

              
	
                ARTICLE
                  VI

                ADMINISTRATION
                  OF THE AGREEMENTS

                 

              
	
                Section
                  6.01. 

              	
                Duties
                  of the Trust Administrator.

              
	
                Section
                  6.02. 

              	
                Duties
                  of the Trust Administrator With Respect to the Indenture, the Trust
                  Agreement and this Agreement.

              
	
                Section
                  6.03. 

              	
                Records

              
	
                Section
                  6.04. 

              	
                Compensation

              
	
                Section
                  6.05. 

              	
                Additional
                  Information to be Furnished to the Issuer

              
	
                Section
                  6.06. 

              	
                Independence
                  of the Trust Administrator

              
	
                Section
                  6.07. 

              	
                No
                  Joint Venture

              
	
                Section
                  6.08. 

              	
                Other
                  Activities of Trust Administrator and the Depositor

              
	
                Section
                  6.09. 

              	
                Resignation
                  and Removal of Trust Administrator.

              
	
                Section
                  6.10. 

              	
                Action
                  upon Termination, Resignation or Removal of the Trust
                  Administrator

                 

              
	
                ARTICLE
                  VII

                SERVICER
                  EVENTS OF DEFAULT

                 

              
	
                Section
                  7.01. 

              	
                Servicer
                  Events of Default; Indenture Trustee To Act; Appointment of
                  Successor.

              
	
                Section
                  7.02. 

              	
                Additional
                  Remedies of Indenture Trustee Upon Servicer Event of
                  Default

              
	
                Section
                  7.03. 

              	
                Waiver
                  of Defaults

              
	
                Section
                  7.04. 

              	
                Notification
                  to Holders

              
	
                Section
                  7.05. 

              	
                Directions
                  by Noteholders and Duties of Indenture Trustee During Servicer
                  Event of
                  Default

              
	
                Section
                  7.06. 

              	
                Action
                  Upon Certain Failures of the Servicer and Upon Servicer Event of
                  Default

                 

              
	
                ARTICLE
                  VIII

                TERMINATION

                 

              
	
                Section
                  8.01. 

              	
                Termination

              
	
                Section
                  8.02. 

              	
                Termination
                  Prior to Maturity Date; Optional Redemption.

              
	
                Section
                  8.03. 

              	
                Certain
                  Notices upon Final Payment

                 

              
	
                ARTICLE
                  IX

                MISCELLANEOUS
                  PROVISIONS

                 

              
	
                Section
                  9.01. 

              	
                Binding
                  Nature of Agreement; Assignment

              
	
                Section
                  9.02. 

              	
                Entire
                  Agreement

              
	
                Section
                  9.03. 

              	
                Amendment.

              
	
                Section
                  9.04. 

              	
                Acts
                  of Noteholders

              
	
                Section
                  9.05. 

              	
                Recordation
                  of Agreement

              
	
                Section
                  9.06. 

              	
                Governing
                  Law

              
	
                Section
                  9.07. 

              	
                Notices

              
	
                Section
                  9.08. 

              	
                Severability
                  of Provisions

              
	
                Section
                  9.09. 

              	
                Indulgences;
                  No Waivers

              
	
                Section
                  9.10. 

              	
                Headings
                  Not To Affect Interpretation

              
	
                Section
                  9.11. 

              	
                Benefits
                  of Agreement

              
	
                Section
                  9.12. 

              	
                Special
                  Notices to the Rating Agencies.

              
	
                Section
                  9.13. 

              	
                Counterparts

              
	
                Section
                  9.14. 

              	
                Execution
                  by the Issuer

                 

              
	
                ARTICLE
                  X

                EXCHANGE
                  ACT REPORTING

                 

              
	
                Section
                  10.01. 

              	
                Filing
                  Obligations.

              
	
                Section
                  10.02. 

              	
                Form
                  10-D Filings.

              
	
                Section
                  10.03. 

              	
                Form
                  8-K Filings.

              
	
                Section
                  10.04. 

              	
                Form
                  10-K Filings.

              
	
                Section
                  10.05. 

              	
                Sarbanes-Oxley
                  Certification.

              
	
                Section
                  10.06. 

              	
                Form
                  15 Filing.

              
	
                Section
                  10.07. 

              	
                Report
                  on Assessment of Compliance and Attestation.

              
	
                Section
                  10.08. 

              	
                Use
                  of Subcontractors.

              
	
                Section
                  10.09. 

              	
                Amendments.

              
	 	
                 

                 

              
	
                ATTACHMENTS

                 

              
	
                Exhibit
                  A-1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  A-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  A-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  A-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  B

              	
                [Reserved]

              
	
                Exhibit
                  C

              	
                Form
                  of Lost Note Affidavit

              
	
                Exhibit
                  D

              	
                Escrow
                  Account Letter Agreement

              
	
                Exhibit
                  E-1

              	
                Form
                  of Monthly Remittance Advice

              
	
                Exhibit
                  E-2

              	
                Standard
                  Layout For Monthly Defaulted Loan Report

              
	
                Exhibit
                  E-3

              	
                Form
                  332 Realized Loss Report

              
	
                Exhibit
                  F-1

              	
                Form
                  of Certification to be Provided to the Servicer by the
                  Trustee

              
	
                Exhibit
                  F-2

              	
                Form
                  of Servicer Certification

              
	
                Exhibit
                  G

              	
                Item
                  1119 Party Schedule

              
	
                Exhibit
                  H

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

              
	
                Exhibit
                  I

              	
                Form
                  of [Class AF-5B] Policy

              
	
                [Exhibit
                  J

              	
                Form
                  of Subsequent Transfer Agreement]

              
	
                Exhibit
                  K

              	
                Form
                  of Sarbanes-Oxley Certification (Replacement of
                  Servicer)

              
	 	 
	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule

              


      

    

     

     



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    This
      SALE
      AND SERVICING AGREEMENT, dated as of _______, 200_ (the “Agreement” or the “Sale
      and Servicing Agreement”), is by and among
      [                                ]
      200__-[   ], a Delaware statutory trust, as issuer (the
“Issuer”), IndyMac ABS, INC., a Delaware corporation, as depositor (the
“Depositor”), ____________________________________, as indenture trustee (the
“Indenture Trustee”), ____________________, as trust administrator (the “Trust
      Administrator”) and servicer (the “Servicer”), and ____________________________,
      as seller (the “Seller”).

     

    PRELIMINARY
      STATEMENT

     

    WHEREAS,
      the Depositor has acquired all of the rights, title and interest of the Seller
      in certain conventional, adjustable rate, residential mortgage loans identified
      in Schedule A hereto (the “Mortgage Loans”) on a servicing-retained basis from
      the Seller, and at the Closing Date is the owner of the Mortgage Loans and
      the
      other property being conveyed by it to the Issuer hereunder for inclusion in
      the
      Trust Estate;

     

    WHEREAS,
      the Depositor has duly authorized the execution and delivery of this Agreement
      to provide for the conveyance to the Issuer of the Mortgage Loans and the other
      property constituting the Trust Estate;

     

    WHEREAS,
      on the Closing Date, the Depositor will acquire the Notes and the Ownership
      Certificate from the Issuer as consideration for its transfer to the Issuer
      of
      the Mortgage Loans and the other property constituting the Trust
      Estate;

     

    WHEREAS,
      pursuant to the Indenture, the Issuer will pledge the Mortgage Loans and the
      other property constituting the Trust Estate to the Indenture Trustee as
      security for the Notes;

     

    WHEREAS,
      the Seller desires that the Servicer service the Mortgage Loans upon such
      transfer to the Issuer pursuant to this Agreement, and the Servicer has agreed
      to do so;

     

    WHEREAS,
      the Servicer shall be obligated under this Agreement, among other things, to
      supervise the servicing of the Mortgage Loans on behalf of the Issuer, and
      shall
      have the right, under certain circumstances, to terminate the rights and
      obligations of the Servicer under this Agreement upon the occurrence and
      continuance of a Servicer Event of Default as provided herein;

     

    WHEREAS,
      the parties hereto acknowledge and agree that, at the direction of the
      Depositor, the Seller will assign all of its rights with respect to the Mortgage
      Loans (other than the servicing rights) to the Indenture Trustee;

     

    WHEREAS,
      the Issuer has entered into certain agreements in connection with the issuance
      of the Notes, including (i) the Depository Agreement and (ii) the Indenture
      (the
      Depository Agreement, the Indenture and the Trust Agreement being hereinafter
      referred to collectively as the “Related Agreements”);

     

    WHEREAS,
      pursuant to the Related Agreements, the Issuer is required to perform certain
      duties in connection with (a) the Notes and the collateral therefor pledged
      pursuant to the Indenture (the “Collateral”) and (b) the undivided subordinate
      beneficial ownership interest in the Issuer represented by the Ownership
      Certificate;

     

    WHEREAS,
      the Issuer desires to have the Trust Administrator perform certain of the duties
      of the Issuer referred to in the preceding clause, and to provide such
      additional services consistent with the terms of this Agreement and the Related
      Agreements as the Issuer or the Owner Trustee may from time to time reasonably
      request; and

     

    WHEREAS,
      the Trust Administrator has the capacity to provide the services required hereby
      and is willing to perform such services for the Issuer or the Owner Trustee
      on
      the terms set forth herein.

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      following table sets forth (or describes) the Class designation, Note Interest
      Rate, initial Class Principal Amount and minimum denomination for each Class
      of
      Notes issued pursuant to the Indenture.

     

    
      	
               

              Class
                

              Designation

            	
               

               

              Note
                Interest Rate

            	
              Initial
                

              Class
                Principal Amount

            	
               

              Minimum
                Denominations

            
	
              [Class
                AF-1A]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-1B]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-2]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-3]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-4]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-5A]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-5B]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                AF-6]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                MF-1]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-2]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-3]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-4]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-5]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-6]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-7]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MF-8]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                BF]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                2-AV-1]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                2-AV-2]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                3-AV-1]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                3-AV-2]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                3-AV-3]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                3-AV-4]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $  
                25,000

            
	
              [Class
                MV-1]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-2]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-3]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-4]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-5]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-6]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-7]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                MV-8]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            
	
              [Class
                BV]

            	
              Variable
                (1)

            	
              $
                __________

            	
              $
                100,000

            


    

    _______________

    (1) See
      the
      definition of “Note Interest Rate” herein.

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.   Definitions.
      The
      following words and phrases, unless the context otherwise requires, shall have
      the following meanings:

     

    Accounts:
      Any or
      all of the Escrow Accounts, the Collection Account, the Interest Rate Cap
      Account and any other accounts created or maintained by the Trust Administrator
      or the Servicer pursuant to this Agreement.

     

    Accountant:
      A
      Person engaged in the practice of accounting who (except when this Agreement
      provides that an Accountant must be Independent) may be employed by or
      affiliated with the Depositor or an Affiliate of the Depositor.

     

    Accrual
      Period:
      With
      respect to any Payment Date and the Notes, the period beginning on the
      immediately preceding Payment Date (or, in the case of the first Payment Date,
      beginning on the Closing Date) and ending on the day immediately preceding
      the
      related Payment Date.

     

    Additional
      Designated Information:
      As
      defined in Section 10.02.

     

    Adjustable
      Rate Notes:
      The
      [Class AF-1A] Notes, the [Group AV] Notes and the Adjustable Rate Subordinate
      Notes.

     

    Adjustable
      Rate Cumulative Loss Trigger Event:
      With
      respect to a Payment Date on or after the Adjustable Rate Stepdown Date, an
      Adjustable Rate Cumulative Loss Trigger Event occurs if (x) the aggregate amount
      of Realized Losses on the Mortgage Loans in [Pool 2] and [Pool 3] from the
      Cut-off Date for each such Mortgage Loan to (and including) the last day of
      the
      related Due Period (reduced by the aggregate amount of any Recoveries related
      to
      the Mortgage Loans in [Pool 2] and [Pool 3] received through the last day of
      that Due Period) exceeds (y) the applicable percentage, for such Payment Date,
      of the sum of the aggregate Cut-off Date Principal Balance of the Initial
      Mortgage Loans in [Pool 2] and [Pool 3], as set forth below: 

     

    
      	
              Payment
                Date

            	
              Percentage

            
	 	 
	
              _____
                200_ — _____ 200_

            	
              _____%
                with respect to ______ 200_, plus an additional 1/12th of ____% for
                each
                month thereafter through ______ 200_

            
	
              _____
                200_ — _____ 200_

            	
              _____%
                with respect to ______ 200_, plus an additional 1/12th of ____% for
                each
                month thereafter through ______ 200_

            
	
              _____
                200_ — _____ 200_

            	
              _____%
                with respect to ______ 200_, plus an additional 1/12th of ____% for
                each
                month thereafter through ______ 200_

            
	
              _____
                200_ and thereafter

            	
              ____%

            


    

    


     

    Adjustable
      Rate Delinquency Trigger Event:
      With
      respect to any Payment Date on or after the Adjustable Rate Stepdown Date,
      an
      Adjustable Rate Delinquency Trigger Event exists if the Rolling [Sixty-Day]
      Delinquency Rate for outstanding Mortgage Loans in [Pool 2] and [Pool 3] equals
      or exceeds the product of (x) the Adjustable Rate Senior Enhancement Percentage
      for such Payment Date and (y) the applicable percentage listed below for the
      most senior class of outstanding [Group AV] Notes and Adjustable Rate
      Subordinate Notes: 

     

    
      	
              Class

            	
              Percentage

            
	 	 
	
              [Group
                AV]

            	
              _____%

            
	
              [Class
                MV-1]

            	
              _____%

            
	
              [Class
                MV-2]

            	
              _____%

            
	
              [Class
                MV-3]

            	
              _____%

            
	
              [Class
                MV-4]

            	
              _____%

            
	
              [Class
                MV-5]

            	
              _____%

            
	
              [Class
                MV-6]

            	
              _____%

            
	
              [Class
                MV-7]

            	
              _____%

            
	
              [Class
                MV-8]

            	
              _____%

            
	
              [Class
                BV]

            	
              _____%

            


    

    


     

    Adjustable
      Rate Excess Overcollateralization Amount:
      With
      respect to any Payment Date, an amount equal to the excess, if any, of the
      Adjustable Rate Overcollateralized Amount for such Payment Date over the
      Adjustable Rate Overcollateralization Target Amount for such Payment
      Date.

     

    Adjustable
      Rate Pool Excess Cashflow:
      With
      respect to any Payment Date the sum of (i) the amount remaining after the
      distribution of interest to Noteholders for such Payment Date pursuant to
      Section 5.02(c), (ii) the amount remaining after the distribution of principal
      to Noteholders for such Payment Date, pursuant to Section 5.02(e) and (iii)
      the
      Adjustable Rate Overcollateralization Reduction Amount for such Payment Date,
      if
      any.

     

    Adjustable
      Rate OC Floor:
      For any
      Payment Date, an amount equal to ____% of the sum of the aggregate Cut-off
      Date
      Principal Balance of the Initial Mortgage Loans in [Pool 2] and [Pool 3] the
      [Pool 2] Pre-Funded Amount and the [Pool 3] Pre-Funded Amount.

     

    Adjustable
      Rate Overcollateralization Deficiency Amount:
      With
      respect to any Payment Date, the amount, if any, by which the Adjustable Rate
      Overcollateralization Target Amount exceeds the Adjustable Rate
      Overcollateralized Amount on such Payment Date (after giving effect to
      distribution of the Principal Distribution Amount (other than the portion
      thereof consisting of the Extra Principal Distribution Amount) for [Pool 2]
      and
      [Pool 3] on such Payment Date).

     

    Adjustable
      Rate Overcollateralization Reduction Amount:
      With
      respect to any Payment Date, an amount equal to the lesser of (i) the Adjustable
      Rate Excess Overcollateralization Amount for such Payment Date and (ii) the
      aggregate Principal Remittance Amount for [Pool 2] and [Pool 3] for such Payment
      Date.

     

    Adjustable
      Rate Overcollateralization Target Amount:
      With
      respect to any Payment Date (a) prior to the Adjustable Rate Stepdown Date,
      an
      amount equal to ___% of the sum of the aggregate Cut-off Date Principal Balance
      of the Initial Mortgage Loans in [Pool 2] and [Pool 3], the [Pool 2] Pre-Funded
      Amount and the [Pool 3] Pre-Funded Amount, and (b) on or after the Adjustable
      Rate Stepdown Date, the greater of (i) an amount equal to ____% of the aggregate
      Stated Principal Balance of the Mortgage Loans in [Pool 2] and [Pool 3] for
      the
      current Payment Date and (ii) the Adjustable Rate OC Floor; provided, however,
      that if an Adjustable Rate Trigger Event is in effect on any Payment Date,
      the
      Adjustable Rate Overcollateralization Target Amount will be the Adjustable
      Rate
      Overcollateralization Target Amount as in effect for the prior Payment
      Date.

     

    Adjustable
      Rate Overcollateralized Amount:
      With
      respect to any Payment Date, the amount, if any, by which (x) the sum of the
      aggregate Stated Principal Balance of the Initial Mortgage Loans in [Pool 2]
      and
      [Pool 3] and any amount on deposit in the Pre-Funding Account in respect of
      [Pool 2] and [Pool 3] for such Payment Date exceeds (y) the sum of the aggregate
      Note Principal Amount of the [Group AV] Notes and the Adjustable Rate
      Subordinate Notes as of such Payment Date (after giving effect to distribution
      of the Principal Remittance Amounts for [Pool 2] and [Pool 3] to be made on
      such
      Payment Date and, in the case of the Payment Date immediately following the
      end
      of the Funding Period, any amounts to be released from the Pre-Funding Account
      in respect of [Pool 2] and [Pool 3]).

     

    Adjustable
      Rate Senior Enhancement Percentage:
      With
      respect to a Payment Date on or after the Adjustable Rate Stepdown Date, the
      fraction (expressed as a percentage) (1) the numerator of which is the excess
      of
      (a) the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2]
      and
      [Pool 3] for the preceding Payment Date over (b) (i) before the Note Principal
      Amounts of the [Group AV] Notes have been reduced to zero, the sum of the Note
      Principal Amounts of the [Group AV] Notes, or (ii) after such time, the Note
      Principal Amount of the most senior Class of Adjustable Rate Subordinate Notes
      outstanding, as of the Business Day immediately preceding the Payment Date,
      and
      (2) the denominator of which is the aggregate Stated Principal Balance of the
      Mortgage Loans in [Pool 2] and [Pool 3] for the preceding Payment
      Date.

     

    Adjustable
      Rate Stepdown Date:
      The
      later to occur of (x) the Payment Date in ______ 200_ and (y) the first Payment
      Date on which the aggregate Note Principal Amount of the [Group AV] Notes (after
      calculating anticipated distributions on such Payment Date) is less than or
      equal to ____% of the aggregate Stated Principal Balance of the Mortgage Loans
      in [Pool 2] and [Pool 3] for such Payment Date.

     

    Adjustable
      Rate Subordinate Class Principal Distribution Amount:
      With
      respect to any Payment Date and any Class of Adjustable Rate Subordinate Notes,
      the excess of (1) the sum of (a) the aggregate Note Principal Amount of the
      [Group AV] Notes (after taking into account distribution of the [Group AV]
      Principal Distribution Amount for such Payment Date), (b) the aggregate Note
      Principal Amount of any Class(es) of Adjustable Rate Subordinate Notes that
      are
      senior to the subject Class (in each case, after taking into account
      distribution of the Adjustable Rate Subordinate Class Principal Distribution
      Amount(s) for such senior Class(es) of Notes for such Payment Date), and (c)
      the
      Note Principal Amount of the subject Class of Adjustable Rate Subordinate Notes
      immediately prior to such Payment Date over (2) the lesser of (a) the product
      of
      (x) [100]% minus the Stepdown Target Subordination Percentage for the subject
      Class of Notes and (y) the aggregate Stated Principal Balance of the Mortgage
      Loans in [Pool 2] and [Pool 3] for such Payment Date and (b) the aggregate
      Stated Principal Balance of the Mortgage Loans in [Pool 2] and [Pool 3] for
      such
      Payment Date minus the Adjustable Rate OC Floor; provided, however, that if
      such
      Class of Adjustable Rate Subordinate Notes is the only Class of Adjustable
      Rate
      Subordinate Notes outstanding on such Payment Date, that Class will be entitled
      to receive the entire remaining Principal Distribution Amount for [Pool 2]
      and
      [Pool 3] until the Note Principal Amount thereof is reduced to
      zero.

     

    Adjustable
      Rate Subordinate Notes:
      The
      [Class MF-1], [Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class
      MF-6], [Class MF-7], [Class MF-8] and [Class BV] Notes.

     

    Adjustable
      Rate Trigger Event:
      With
      respect to any Payment Date on or after the Adjustable Rate Stepdown Date,
      either an Adjustable Rate Delinquency Trigger Event with respect to that Payment
      Date or an Adjustable Rate Cumulative Loss Trigger Event with respect to that
      Payment Date.

     

    Advance:
      With
      respect to each Servicer Remittance Date and each Mortgage Loan, an amount
      equal
      to the Scheduled Payment (with the interest portion of such Scheduled Payment
      adjusted to the Mortgage Loan Remittance Rate) that was due on the Mortgage
      Loan
      on the Due Date in the related Collection Period, and that (i) was
      delinquent at the close of business on the related Determination Date and
      (ii) was not the subject of a previous Advance, but only to the extent that
      such amount is expected, in the reasonable judgment of the Servicer to be
      recoverable from collections or other recoveries in respect of such Mortgage
      Loan.

     

    Advance
      Facility:
      As
      defined in Section 4.35(a) hereof.

     

    Advance
      Facility Notice:
      As
      defined in Section 4.35(a) hereof.

     

    Advancing
      Person:
      As
      defined in Section 4.35(a) hereof.

     

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

     

    Aggregate
      Collateral Balance:
      As of
      any date of determination, an amount equal to the Aggregate Loan Balance plus
      the amount on deposit in the Pre-Funded Account.

     

    Aggregate
      Loan Balance:
      As of
      any date of determination, an amount equal to the aggregate of the Stated
      Principal Balances of the Mortgage Loans as of such date.

     

    Agreement:
      This
      Sale and Servicing Agreement and all amendments and supplements
      hereto.

     

    Ancillary
      Income:
      All
      income derived from the Mortgage Loans, excluding Servicing Fees and Prepayment
      Premiums attributable to the Mortgage Loans and other amounts treated as payment
      proceeds of the Mortgage Loans, including but not limited to, late charges,
      fees
      received with respect to checks or bank drafts returned by the related bank
      for
      non-sufficient funds, assumption fees, optional insurance administrative fees
      and all other incidental fees and charges.

     

    Applied
      Realized Loss Amount:
      With
      respect to any Payment Date and (i) [Pool 1] and the Fixed Rate Subordinate
      Notes, the amount, if any, by which, the aggregate Note Principal Amount of
      the
      Fixed Rate Notes (after all distributions of principal on such Payment Date)
      exceeds the sum of (x) the Stated Principal Balance of the Mortgage Loans in
      [Pool 1] for such Payment Date and (y) the amount on deposit in the Pre-Funding
      Account in respect of [Pool 1],, (ii) [Pool 2] and [Pool 3] and the Adjustable
      Rate Subordinate Notes, the amount, if any, by which, the aggregate Note
      Principal Amount of the Adjustable Rate Notes (after all distributions of
      principal on such Payment Date) exceeds the sum of (x) the aggregate Stated
      Principal Balance of the Mortgage Loans in [Pool 2] and [Pool 3] and (y) the
      amount on deposit in the Pre-Funding Account in respect of [Pool 2] and [Pool
      3]
      and (iii) [Pool 2] and the [Class 2-A-2] Notes, after the Note Principal Amounts
      of the Adjustable Rate Subordinate Notes have been reduced to zero, the amount,
      if any, by which, the aggregate Note Principal Amount of the [Group 2-AV] Notes
      (after all distributions of principal on such Payment Date) exceeds the sum
      of
      (x) the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 2]
      and
      (y) the amount on deposit in the Pre-Funding Account in respect of [Pool
      2].

     

    Appraised
      Value:
      With
      respect to any Mortgage Loan, the amount set forth in an appraisal made in
      connection with the origination of such Mortgage Loan as the value of the
      related Mortgaged Property.

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument, in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the assignment of the Mortgage
      to the Indenture Trustee for the benefit of Noteholders, which assignment,
      notice of transfer or equivalent instrument may be in the form of one or more
      blanket assignments covering the Mortgage Loans secured by Mortgaged Properties
      located in the same jurisdiction, if permitted by law; provided,
      however,
      that
      neither the Issuer nor the Indenture Trustee shall be responsible for
      determining whether any such assignment is in recordable form.

     

    Authorized
      Officer:
      Any
      Person who may execute an Officer’s Certificate on behalf of the
      Issuer.

     

    Bankruptcy:
      As to
      any Person, the making of an assignment for the benefit of creditors, the filing
      of a voluntary petition in bankruptcy, adjudication as a bankrupt or insolvent,
      the entry of an order for relief in a bankruptcy or insolvency proceeding,
      the
      seeking of reorganization, arrangement, composition, readjustment, liquidation,
      dissolution or similar relief, or seeking, consenting to or acquiescing in
      the
      appointment of a trustee, receiver or liquidator, dissolution, or termination,
      as the case may be, of such Person pursuant to the provisions of either the
      United States Bankruptcy Code of 1986, as amended, or any other similar state
      laws.

     

    Bankruptcy
      Code:
      The
      United States Bankruptcy Code of 1986, as amended.

     

    Basis
      Risk Shortfall:
      With
      respect to any Class of Notes and any Payment Date, the amount by which (a)
      the
      amount of interest calculated at the Note Interest Rate applicable to such
      Class
      for such date, determined without regard to the applicable Net Funds Cap for
      such date (but with regard to the Fixed Rate Cap) exceeds (b) the amount of
      interest calculated at the applicable Net Funds Cap.

     

    Bloomberg
      Screen LIBO Page:
      The
      display designated as page “BBAM” on the Bloomberg L.P. (or such other page as
      may replace the BBAM page on that service for the purpose of displaying London
      interbank offered rates of major banks).

     

    Book-Entry
      Notes:
      As
      defined in the Indenture.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday or (ii) a day on which banking
      institutions in New York, New York or, if other than New York, the city in
      which
      the Corporate Trust Office of the Indenture Trustee is located, or the States
      of
      California, Delaware, Maryland or Minnesota are authorized or obligated by
      law
      or executive order to be closed.

     

    Cap
      Agreement Assignment Agreement:
      The
      assignment agreement dated as of the Closing Date among
      ________________________, the Issuer and the Cap Counterparty.

     

    Cap
      Counterparty:
      _____________________________, as counterparty under the Interest Rate Cap
      Agreements.

     

    Certificate:
      The
      Ownership Certificate.

     

    Certificate
      Registrar:
      As
      defined in the Trust Agreement, the initial Certificate Registrar shall be
      the
      Trust Administrator.

     

    Certificateholder:
      Any
      registered holder of the Ownership Certificate.

     

    Certification
      Party:
      As
      defined in Section 10.05.

     

    Certifying
      Person:
      As
      defined in Section 10.05.

     

    Civil
      Relief Act:
      The
      Servicemembers Civil Relief Act, as such may be amended from time to time,
      and
      any similar state laws.

     

    Class:
      All
      Notes bearing the same class designation.

     

    Class
      A Notes:
      Collectively, the [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3],
      [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class 2-AV-1], [Class
      2-AV-2]; [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4]
      Notes.

     

    [Class
      AF-1A] Cap Agreement:
      The
      interest rate cap agreement transaction evidenced by the related Confirmation
      (as assigned to the Trust pursuant to the Cap Agreement Assignment Agreement),
      with respect to the Class [AF-1A] Notes.

     

    [Class
      AF-1A] Cap Agreement Payment Date:
      With
      respect to the [Class AF-1A] Cap Agreement, the Business Day immediately
      preceding the related Payment Date, beginning with the Payment Date in ________
      200_ and ending with the Payment Date in ________ 200_.

     

    [Class
      AF-5B] Available Funds:
      With
      respect to any Payment Date, funds allocated from amounts available pursuant
      to
      this Agreement to make distributions on the [Class AF-5B] Notes on such Payment
      Date, other than any Insured Amounts.

     

    [Class
      AF-5B] Insurer:
      ________________ in its capacity as insurer under the [Class AF-5B] Policy,
      and
      any permitted successor or assign. 

     

    [Class
      AF-5B] Insurer Contact Person:
      The
      officer designated by the Servicer to provide information to the [Class AF-5B]
      Insurer pursuant to Section 5.07(i)].

     

    [Class
      AF-5B] Insurer Default:
      As
      defined in Section 5.07(k).

     

    [Class
      AF-5B] Policy:
      The
      irrevocable Note Guaranty Insurance Policy, No. ______________, including any
      endorsements thereto, issued by ________ with respect to the [Class AF-5B]
      Notes, in the form attached hereto as Exhibit [I].

     

    [Class
      AF-5B] Premium:
      For any
      Payment Date is the fee payable to the [Class AF-5B] Insurer in respect of
      its
      services as [Class AF-5B] Insurer that accrues at the [Class AF-5B] Policy
      Premium Rate for the [Class AF-5B] Notes on a balance equal to the Note
      Principal Amount of the [Class AF-5B] Notes immediately prior to such Payment
      Date. The [Class AF-5B] Premium shall be computed on the basis of a 360-day
      year
      consisting of twelve 30-day months.

     

    [Class
      AF-5B] Policy Premium Rate:
      The
“Premium Percentage” as defined in the [Class AF-5B] Policy.

     

    [Class
      AF-5B] Reimbursement Amount:
      As to
      any Payment Date, (i) all Insured Payments paid by the [Class AF-5B] Insurer,
      but for which the [Class AF-5B] Insurer has not been reimbursed prior to such
      Payment Date pursuant to Section 5.02 hereof, plus (ii) interest accrued on
      such
      Insured Payments not previously repaid, calculated at the Late Payment Rate
      from
      the date such Insured Payments were made.

     

    Class
      B Notes:
      Collectively, the Class [BF] and Class [BV] Notes.

     

    Class
      C Notes:
      Collectively, the Class [CF] and Class [CV] Notes.

     

    Class
      M Notes:
      Collectively, the [Class MF-1], [Class MF-2], [Class MF-3], [Class MF-4], [Class
      MF-5], [Class MF-6], [Class MF-7], [Class MF-8], [Class MV-1], [Class MV-2],
      [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7] and [Class
      MV-8] Notes.

     

    Class
      P Notes:
      Collectively, the Class [PF] and Class [PV] Notes.

     

    Class
      Principal Amount:
      With
      respect to each Class of Notes, the aggregate of the Note Principal Amounts
      of
      all Notes of such Class at the date of determination.

     

    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act, as amended. As of the Closing Date, the Clearing Agency shall
      be
      The Depository Trust Company.

     

    Closing
      Date:
      _______, 200_.

     

    Code:
      The
      Internal Revenue Code of 1986, as amended, and as it may be further amended
      from
      time to time, any successor statutes thereto, and applicable U.S. Department
      of
      Treasury regulations issued pursuant thereto in temporary or final
      form.

     

    Collateral:
      As
      defined in the Indenture.

     

    Collection
      Account:
      A
      separate account established and maintained by the Trust Administrator for
      the
      benefit of the Indenture Trustee pursuant to Section 4.07.

     

    Collection
      Period:
      With
      respect to any Payment Date and Mortgage Loan, the period commencing on the
      second day of the month immediately preceding the month in which such Payment
      Date occurs and ending on the first day of the month in which such Payment
      Date
      occurs.

     

    Commission:
      The
      U.S. Securities and Exchange Commission.

     

    Compensating
      Interest Payment:
      With
      respect to any Payment Date, an amount equal to the lesser of (x) the aggregate
      Prepayment Interest Shortfall Amount with respect to such Payment Date and
      (y)
      the Servicing Fee payable to the Servicer in respect of such Payment
      Date.

     

    Condemnation
      Proceeds:
      All
      awards of settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the related Mortgage Loan documents.

     

    Confirmation:
      Any of
      the Confirmations dated __________, 200_ evidencing a transaction between the
      Cap Counterparty and __________________, an affiliate of the Depositor, relating
      to the Interest Rate Cap Agreements.

     

    Control:
      The
      meaning specified in Section 8-106 of the New York UCC.

     

    Corporate
      Trust Office:
      With
      respect to (i) the Trust Administrator, the principal corporate trust office
      of
      the Trust Administrator at which, at any particular time, its corporate trust
      business shall be administered, which office at the date of execution of this
      Agreement for purposes of transfers and exchanges and for presentment and
      surrender of the Notes and for payment thereof is located at
      ____________________, __________________, Attention: __________________, and
      for
      all other purposes is located at
      ____________________,___________________________, Attention: ________________;
      (ii) the Certificate Registrar, the principal office of the Certificate
      Registrar at which at any particular time its corporate trust business shall
      be
      administered, which office at the date of execution of this Agreement is located
      at the Corporate Trust Office of the Trust Administrator, or at such other
      address as the Certificate Registrar may designate from time to time by notice
      to the Noteholders and the Trust, or the principal corporate trust office of
      any
      successor Certificate Registrar at the address designated by such successor
      Certificate Registrar by notice to the Noteholders and the Trust; and (iii)
      the
      Indenture Trustee, the principal office of the Indenture Trustee at which at
      any
      particular time its corporate trust business shall be administered, which office
      at the date of execution of this Agreement is located at _____________________,
      Attention: ___________________, or at such other address as the Indenture
      Trustee may designate from time to time by notice to the Noteholders and the
      Trust, or the principal corporate trust office of any successor Indenture
      Trustee at the address designated by such successor Indenture Trustee by notice
      to the Noteholders and the Trust.

     

    Current
      Interest:
      With
      respect to any Class of Notes and any Payment Date, will equal the aggregate
      amount of interest accrued at the applicable Note Interest Rate during the
      related Accrual Period on the Class Principal Amount of such Class immediately
      prior to such Payment Date, provided,
      however,
      that
      for any Class of Subordinate Notes and for any Payment Date, Current Interest
      shall be reduced by the amount specified in clause (a) of the definition of
      Deferred Interest, if any, for such Class and Payment Date.

     

    Cut-off
      Date:
      In the
      case of any Initial Mortgage Loan, the later of (x) _________, 200_ and (y)
      the
      date of origination of such Mortgage Loan (the “Initial Cut-off Date”), and in
      the case of any Subsequent Mortgage Loan, the later of (x) the first day of
      the
      month of the related Subsequent Transfer Date and (y) the date of origination
      of
      such Subsequent Mortgage Loan (the related “Subsequent Cut-off Date”). When used
      with respect to any Mortgage Loan the “Cut-off Date” shall mean the related
      Cut-off Date.

     

    Cut-off
      Date Balance:
      The
      Aggregate Loan Balance as of the Cut-off Date.

     

    Cut-off
      Date Collateral Balance:
      The
      Cut-off Date Balance.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the Stated Principal Balance thereof as of the close of
      business on the Cut-off Date.

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction of the Scheduled Payment that the
      related Mortgagor is obligated to pay on any Due Date as a result of any
      proceeding under Bankruptcy law or any similar proceeding.

     

    Deferred
      Interest:
      For any
      Class of Subordinate Notes and any Payment Date, the sum of (a) the aggregate
      amount of interest accrued at the applicable Note Interest Rate during the
      related Accrual Period on the Principal Deficiency Amount for the Class, (b)
      any
      amounts due pursuant to clause (a) for such Class for prior Payment Dates that
      remain unpaid and (c) interest accrued during the Accrual Period related to
      such
      Payment Date on the amount in clause (b) at the Note Interest Rate applicable
      to
      such Class.

     

    Deficiency
      Amount:
      With
      respect to:

     

    (a)
      any
      Payment Date prior to the Last Scheduled Payment Date, the sum of (i) the
      excess, if any, of the Current Interest on the [Class AF-5B] Notes net of any
      interest shortfalls resulting from Prepayment Interest Shortfalls and any
      interest shortfalls resulting from the application of the Civil Relief Act,
      or
      similar state or local laws, over [Class AF-5B] Available Funds for such Payment
      Date, and (ii) for any Payment Date after the Note Principal Amount of the
      Fixed
      Rate Subordinate Notes has been reduced to zero, the excess, if any, of (A)
      the
      Note Principal Amount of the [Class AF-5B] Notes over (B) the sum of the
      aggregate Stated Principal Balance of the [Pool 1] Mortgage Loans, in each
      case
      taking into account all distributions to be made on such Payment
      Date;

     

    (b)
      the
      Last Scheduled Payment Date, an amount equal to the sum of (i) the excess,
      if
      any, of the Current Interest on the [Class AF-5B] Notes net of any interest
      shortfalls resulting from Prepayment Interest Shortfalls and any interest
      shortfalls resulting from the application of the Relief Act, or similar state
      or
      local laws over the [Class AF-5B] Available Funds for such Payment Date and
      (ii)
      the Note Principal Amount of the [Class AF-5B] Notes on such Last Scheduled
      Payment Date (after taking into account all distributions to be made to the
      [Class AF-5B] Notes on such Payment Date); and 

     

    (c)
      any
      date on which the redemption of the Notes has been directed or consented to
      by
      the [Class AF-5B] Insurer, the excess of (i) the amount required to pay the
      outstanding Note Principal Amount of the [Class AF-5B] Notes in full, together
      with accrued and unpaid interest thereon through the date of payment of the
      [Class AF-5B] Notes and (ii) the [Class AF-5B] Available Funds for that Payment
      Date.

     

    Definitive
      Notes:
      As
      defined in the Indenture.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan that is repurchased from the Trust Estate pursuant to the terms
      hereof or as to which one or more Qualifying Substitute Mortgage Loans are
      substituted therefor.

     

    Delinquency
      Rate:
      With
      respect to any calendar month, the fraction, expressed as a percentage, the
      numerator of which is the aggregate outstanding principal balance of all
      Mortgage Loans 60 or more days Delinquent (including all foreclosures,
      bankruptcies and REO Properties) as of the close of business on the last day
      of
      such month, and the denominator of which is the Aggregate Collateral Balance
      as
      of the close of business on the last day of such month.

     

    Delinquent:
      For
      reporting purposes, a Mortgage Loan is “delinquent” when any payment
      contractually due thereon has not been made by the close of business on the
      Due
      Date therefor. Such Mortgage Loan is “30 days Delinquent” if such payment has
      not been received by the close of business on the corresponding day of the
      month
      immediately succeeding the month in which such payment was first due, or, if
      there is no such corresponding day (e.g.,
      as when
      a 30-day month follows a 31-day month in which a payment was due on the 31st
      day
      of such month), then on the last day of such immediately succeeding month.
      Similarly for “60 days Delinquent” and the second immediately succeeding month
      and “90 days Delinquent” and the third immediately succeeding
      month.

     

    Depositor:
      IndyMac
      ABS, Inc., a Delaware corporation or its successors in interest.

     

    Depository
      Agreement:
      The
      agreement dated _______, 200_, among the Issuer and The Depository Trust
      Company, as the initial Clearing Agency, relating to the Book-Entry
      Notes.

     

    Determination
      Date:
      With
      respect to each Payment Date, the 15th day of the month in which such Payment
      Date occurs, or, if such 15th day is not a Business Day, the next succeeding
      Business Day.

     

    Due
      Date:
      The day
      of the calendar month on which the Scheduled Payment is due on a Mortgage Loan,
      exclusive of any days of grace. Pursuant to Section 4.09(q), with respect to
      any
      Mortgage Loans for which payment from the Mortgagor is due on a day other than
      the first day of the month, such Mortgage Loans will be treated as if the
      Scheduled Payment is due on the first day of the immediately succeeding month
      (other than with respect to the calculation of the repurchase
      price).

     

    Due
      Period:
      [With
      respect to any Payment Date, the period beginning on the second day of the
      calendar month preceding the calendar month in which such Payment Date occurs
      and ending on the first day of the month in which such Payment Date
      occurs].

     

    EDGAR:
      The
      Commission’s Electronic Data Gathering, Analysis and Retrieval
      system.

     

    Eligible
      Account:
      Either
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company that complies with the definition of
      Eligible Institution or (ii) an account or accounts the deposits in which are
      insured by the FDIC to the limits established by such corporation, provided
      that
      any such deposits not so insured shall be maintained in an account at a
      depository institution or trust company whose commercial paper or other short
      term debt obligations (or, in the case of a depository institution or trust
      company which is the principal subsidiary of a holding company, the commercial
      paper or other short term debt or deposit obligations of such holding company
      or
      depository institution, as the case may be) have been rated by each Rating
      Agency in its highest short-term rating category, or (iii) a segregated trust
      account or accounts (which shall be a “special deposit account”) maintained with
      the Trust Administrator or any other federal or state chartered depository
      institution or trust company, acting in its fiduciary capacity, in a manner
      acceptable to the Rating Agencies. Eligible Accounts may bear
      interest.

     

    Eligible
      Institution:
      Any of
      the following:

     

    
      	 	
              (i)

            	
              An
                institution whose:

            


    

     

    
      	 	
              (A)

            	
              commercial
                paper, short-term debt obligations, or other short-term deposits
                are rated
                at least “A-1+” or long-term unsecured debt obligations are rated at least
                “AA-” by S&P (or assigned comparable ratings by the other Rating
                Agencies), if the amounts on deposit are to be held in the account
                for no
                more than 365 days; or

            


    

     

    
      	 	
              (B)

            	
              commercial
                paper, short-term debt obligations, demand deposits, or other short-term
                deposits are rated at least “A-2” by S&P (or assigned comparable
                ratings by the other Rating Agencies), if the amounts on deposit
                are to be
                held in the account for no more than 30 days and are not intended
                to be
                used as credit enhancement. Upon the loss of the required rating
                set forth
                in this clause (ii), the accounts shall be transferred immediately
                to
                accounts which have the required rating. Furthermore, commingling
                by the
                Servicer is acceptable at the A-2 rating level if the Servicer is
                a bank,
                thrift or depository and provided the Servicer has the capability
                to
                immediately segregate funds and commence remittance to an Eligible
                Account
                upon a downgrade; or

            


    

     

    
      	 	
              (ii)

            	
              the
                corporate trust department of a federal depositor institution or
                state-chartered depositor institution subject to regulations regarding
                fiduciary funds on deposit similar to Title 12 of the U.S. Code of
                Federal
                Regulation Section 9.10(b), which, in either case, has corporate
                trust
                powers and is acting in its fiduciary
                capacity.

            


    

     

    Eligible
      Investments:
      Any one
      or more of the following obligations or securities:

     

    
      	 	
              (i)

            	
              direct
                obligations of, and obligations fully guaranteed as to timely payment
                of
                principal and interest by, the United States of America or any agency
                or
                instrumentality of the United States of America the obligations of
                which
                are backed by the full faith and credit of the United States of America
                (“Direct Obligations”);

            


    

     

    
      	 	
              (ii)

            	
              federal
                funds, or demand and time deposits in, certificates of deposits of,
                or
                bankers’ acceptances issued by, any depository institution or trust
                company (including U.S. subsidiaries of foreign depositories and
                the
                Indenture Trustee or the Trust Administrator or any agent of the
                Indenture
                Trustee or the Trust Administrator, acting in its respective commercial
                capacity) incorporated or organized under the laws of the United
                States of
                America or any state thereof and subject to supervision and examination
                by
                federal or state banking authorities, so long as at the time of investment
                or the contractual commitment providing for such investment the commercial
                paper or other short term debt obligations of such depository institution
                or trust company (or, in the case of a depository institution or
                trust
                company which is the principal subsidiary of a holding company, the
                commercial paper or other short term debt or deposit obligations
                of such
                holding company or deposit institution, as the case may be) have
                been
                rated by each Rating Agency in its highest short-term rating category
                or
                one of its two highest long-term rating
                categories;

            


    

     

    
      	 	
              (iii)

            	
              repurchase
                agreements collateralized by Direct Obligations or securities guaranteed
                by GNMA, Fannie Mae or FHLMC with any registered broker/dealer subject
                to
                Securities Investors’ Protection Corporation jurisdiction or any
                commercial bank insured by the FDIC, if such broker/dealer or bank
                has an
                uninsured, unsecured and unguaranteed obligation rated by each Rating
                Agency in its highest short-term rating
                category;

            


    

     

    
      	 	
              (iv)

            	
              securities
                bearing interest or sold at a discount issued by any corporation
                incorporated under the laws of the United States of America or any
                state
                thereof which have a credit rating from each Rating Agency, at the
                time of
                investment or the contractual commitment providing for such investment,
                at
                least equal to one of the two highest long term credit rating categories
                of each Rating Agency; provided,
                however,
                that securities issued by any particular corporation will not be
                Eligible
                Investments to the extent that investment therein will cause the
                then
                outstanding principal amount of securities issued by such corporation
                and
                held as part of the Trust Estate to exceed [20]% of the sum of the
                Aggregate Loan Balance and the aggregate principal amount of all
                Eligible
                Investments in the Collection Account; provided,
                further,
                that such securities will not be Eligible Investments if they are
                published as being under review with negative implications from any
                Rating
                Agency;

            


    

     

    
      	 	
              (v)

            	
              commercial
                paper (including both non-interest-bearing discount obligations and
                interest bearing obligations payable on demand or on a specified
                date not
                more than 180 days after the date of issuance thereof) rated by each
                Rating Agency in its highest short-term rating
                category;

            


    

     

    
      	 	
              (vi)

            	
              a
                Qualified GIC;

            


    

     

    
      	 	
              (vii)

            	
              certificates
                or receipts representing direct ownership interests in future interest
                or
                principal payments on obligations of the United States of America
                or its
                agencies or instrumentalities (which obligations are backed by the
                full
                faith and credit of the United States of America) held by a custodian
                in
                safekeeping on behalf of the holders of such receipts;
                and

            


    

     

    
      	 	
              (viii)

            	
              any
                other demand, money market, common trust fund or time deposit or
                obligation, or interest bearing or other security or investment (including
                those managed or advised by the Indenture Trustee, the Servicer,
                the Trust
                Administrator, or any Affiliate thereof), (A) rated in the highest
                rating
                category by each Rating Agency or (B) that would not adversely affect
                the
                then current rating assigned by each Rating Agency to any of the
                Notes.
                Such investments in this subsection (viii) may include money market
                mutual
                funds or common trust estates, including any fund for which
                ____________________ (the “Bank”) in its capacity other than as the
                Servicer, the Trust Administrator or an affiliate thereof serves
                as an
                investment advisor, administrator, shareholder servicing agent, and/or
                custodian or subcustodian, notwithstanding that (x) the Bank, the
                Indenture Trustee, the Servicer or any affiliate thereof charges
                and
                collects fees and expenses from such funds for services rendered,
                (y) the
                Bank, the Indenture Trustee, the Trust Administrator, the Servicer
                or any
                affiliate thereof charges and collects fees and expenses for services
                rendered pursuant to this Agreement, and (z) services performed for
                such
                funds and pursuant to this Agreement may converge at any time. The
                Bank or
                an affiliate thereof is specifically authorized to charge and collect
                from
                the Issuer such fees as are collected from all investors in such
                funds for
                services rendered to such funds (but not to exceed investment earnings
                thereon);

            


    

     

    provided,
      however,
      that no
      such instrument shall be an Eligible Investment if such instrument evidences
      either (i) a right to receive only interest payments with respect to the
      obligations underlying such instrument, or (ii) both principal and interest
      payments derived from obligations underlying such instrument and the principal
      and interest payments with respect to such instrument provide a yield to
      maturity of greater than [120]% of the yield to maturity at par of such
      underlying obligations, provided that any such investment will be a “permitted
      investment” within the meaning of Section 860G(a)(5) of the Code.

     

    Entitlement
      Order:
      The
      meaning specified in Section 8-102(a)(8) of the New York UCC (i.e.,
      generally, orders directing the transfer or redemption of any Financial
      Asset).

     

    Environmental
      Problem Property:
      A
      Mortgaged Property or REO Property that is in violation of any environmental
      law, rule or regulation.

     

    ERISA:
      The
      Employee Retirement Income Security Act of 1974, as amended.

     

    Errors
      and Omissions Insurance:
      Errors
      and Omissions Insurance to be maintained by the Servicer in accordance with
      Section 4.03.

     

    Errors
      and Omission Insurance Policy:
      Any
      Errors and Omission Insurance policy required to be obtained by the Servicer
      satisfying the requirements of this Agreement.

     

    Escrow
      Account:
      The
      separate escrow account established and maintained by the Servicer pursuant
      to
      Section 4.09(a) of this Agreement.

     

    Escrow
      Payments:
      With
      respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
      assessments, water rates, sewer rents, municipal charges, mortgage insurance
      premiums, fire and hazard insurance premiums, condominium charges, and any
      other
      payments required to be escrowed by the Mortgagor with the mortgagee pursuant
      to
      the Mortgage or any other document.

     

    Excess
      [Class AF-1A] Cap Amount:
      As
      defined in Section 5.06(c).

     

    Excess
      [Class 2AV] Cap Amount:
      As
      defined in Section 5.06(d).

     

    Excess
      [Class 3AV] Cap Amount:
      As
      defined in Section 5.06(e).

     

    Excess
      Subordinate Cap Amount:
      As
      defined in Section 5.06(f).

     

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

     

    Exchange
      Act Reports:
      Any
      reports on Form 10-D, Form 8-K and Form 10-K required to be filed by the
      Depositor with respect to the Trust Fund under the Exchange Act.

     

    Extra
      Principal Distribution Amount:
      With
      respect to any Payment Date and (A) [Pool 1], the lesser of (1) the Fixed Rate
      Overcollateralization Deficiency Amount and (2) the sum of the Fixed Rate Pool
      Excess Cashflow and the Credit Comeback Excess Amount available for payment
      thereof and (B) each of [Pool 2] and [Pool 3], the lesser of (1) the Adjustable
      Rate Overcollateralization Deficiency Amount and (2) the Adjustable Rate Pool
      Excess Cashflow available for payment thereof, to be allocated between [Pool
      2]
      and [Pool 3], pro rata, based on the Principal Remittance Amount for each such
      Pool for such Payment Date.

     

    Fannie
      Mae or FNMA:
      Fannie
      Mae, a federally chartered and privately owned corporation organized and
      existing under the Federal National Mortgage Association Charter Act, or any
      successor thereto.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation or any successor thereto.

     

    FHA:
      The
      Federal Housing Administration, an agency within HUD.

     

    FHA
      Approved Mortgagee:
      Those
      institutions which are approved by FHA to act as servicer and mortgagee of
      record pursuant to FHA Regulations.

     

    FHA
      Regulations:
      Regulations promulgated by HUD under the National Housing Act, codified in
      Title
      24 of the Code of Federal Regulations, and other HUD issuances relating to
      FHA
      Loans, including the related handbooks, circulars, notices and mortgagee
      letters.

     

    Fidelity
      Bond:
      Any
      fidelity bond to be maintained by the Servicer in accordance with Section
      4.03.

     

    Financial
      Asset:
      The
      meaning specified in Section 8-102(a) of the New York UCC.

     

    Fixed
      Rate Cap:
      With
      respect to any Payment Date, a per annum rate equal to ___%.

     

    Fixed
      Rate Notes:
      The
      [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class AF-5A], [Class
      AF-5B], [Class AF-6] and [Class BF] Notes.

     

    Fixed
      Rate Cumulative Loss Trigger Event:
      With
      respect to a Payment Date on or after the Fixed Rate Stepdown Date, a Fixed
      Rate
      Cumulative Loss Trigger Event occurs if (x) the aggregate amount of Realized
      Losses on the Mortgage Loans in [Pool 1] from the Cut-off Date for each such
      Mortgage Loan to (and including) the last day of the related Due Period (reduced
      by the aggregate amount of any Recoveries related to [Pool 1] received through
      the last day of that Due Period) exceeds (y) the applicable percentage, for
      such
      Payment Date, of the sum of the aggregate Cut-off Date Principal Balance of
      the
      Initial Mortgage Loans in [Pool 1] and the [Pool 1] Pre-Funded Amount, as set
      forth below: 

     

    
      	
              Payment
                Date

            	
              Percentage

            
	
              _____
                200_ — _____ 200_

            	
              _____%
                with respect to ______ 200_, plus an additional 1/12th of ____% for
                each
                month thereafter through ______ 200_

            
	
              _____
                200_ — _____ 200_

            	
              _____%
                with respect to ______ 200_, plus an additional 1/12th of ____% for
                each
                month thereafter through ______ 200_

            
	
              _____
                200_ — _____ 200_

            	
              _____%
                with respect to ______ 200_, plus an additional 1/12th of ____% for
                each
                month thereafter through ______ 200_

            
	
              _____
                200_ and thereafter

            	
              ____%

            


    

    


     

    Fixed
      Rate Delinquency Trigger Event:
      With
      respect to any Payment Date on or after the Fixed Rate Stepdown Date, a Fixed
      Rate Delinquency Trigger Event exists if the Rolling [Sixty-Day] Delinquency
      Rate for outstanding Mortgage Loans in [Pool 1] equals or exceeds the product
      of
      (x) the Fixed Rate Senior Enhancement Percentage for such Payment Date and
      (y)
      the applicable percentage listed below for the most senior class of outstanding
      [Group AF] Notes and Fixed Rate Subordinate Notes: 

     

    
      	
              Class

            	
              Percentage

            
	 	 
	
              [Group
                AF]

            	
              _______%

            
	
              [Class
                MF-1]

            	
              _______%

            
	
              [Class
                MF-2]

            	
              _______%

            
	
              [Class
                MF-3]

            	
              _______%

            
	
              [Class
                MF-4]

            	
              _______%

            
	
              [Class
                MF-5]

            	
              _______%

            
	
              [Class
                MF-6]

            	
              _______%

            
	
              [Class
                MF-7]

            	
              _______%

            
	
              [Class
                MF-8]

            	
              _______%

            
	
              [Class
                BF]

            	
              _______%

            


    

    


     

    Fixed
      Rate Excess Overcollateralization Amount:
      With
      respect to any Payment Date, an amount equal to the excess, if any, of the
      Fixed
      Rate Overcollateralized Amount for such Payment Date over the Fixed Rate
      Overcollateralization Target Amount for such Payment Date.

     

    Fixed
      Rate Pool Excess Cashflow:
      With
      respect to any Payment Date the sum of (i) the amount remaining after the
      distribution of interest to Noteholders and the payment of the Class [AF 5B]
      Premium and any Class [AF 5B] Reimbursement Amount to the [Class AF-5B] Insurer,
      in each case for such Payment Date pursuant to Section 5.02(b), and (ii) the
      amount remaining after the distribution of principal to Noteholders and the
      payment of any unpaid Class [AF 5B] Premium and any unpaid Class [AF 5B]
      Reimbursement Amount to the [Class AF-5B] Insurer, in each case for such Payment
      Date pursuant to Section 5.02(d) and (iii) the Fixed Rate Overcollateralization
      Reduction Amount for such Payment Date, if any.

     

    Fixed
      Rate OC Floor:
      An
      amount equal to ____% of the aggregate Cut-off Date Principal Balance of the
      Initial Mortgage Loans in [Pool 1] and the [Pool 1] Pre-Funded
      Amount.

     

    Fixed
      Rate Overcollateralization Deficiency Amount:
      With
      respect to any Payment Date, the amount, if any, by which the Fixed Rate
      Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized
      Amount on such Payment Date (after giving effect to distributions in respect
      of
      the Principal Remittance Amount for [Pool 1] on such Payment Date).

     

    Fixed
      Rate Overcollateralization Reduction Amount:
      With
      respect to any Payment Date, an amount equal to the lesser of (i) the Fixed
      Rate
      Excess Overcollateralization Amount for such Payment Date and (ii) the Principal
      Remittance Amount for [Pool 1] for such Payment Date.

     

    Fixed
      Rate Overcollateralization Target Amount:
      With
      respect to any Payment Date (a) prior to the Fixed Rate Stepdown Date, an amount
      equal to ___% of the sum of the aggregate Cut-off Date Principal Balance of
      the
      Initial Mortgage Loans in [Pool 1] and the [Pool 1] Pre-Funded Amount (b) on
      or
      after the Fixed Rate Stepdown Date, the greater of (i) an amount equal to ____%
      of the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1]
      for
      the current Payment Date and (ii) the Fixed Rate OC Floor; provided, however,
      that if a Fixed Rate Trigger Event is in effect on any Payment Date, the Fixed
      Rate Overcollateralization Target Amount will be the Fixed Rate
      Overcollateralization Target Amount as in effect for the prior Payment
      Date.

     

    Fixed
      Rate Overcollateralized Amount:
      With
      respect to any Payment Date, the amount, if any, by which (x) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans in [Pool 1] for such
      Payment Date and any amount on deposit in the Pre-Funding Account in respect
      of
      [Pool 1] exceeds (y) the aggregate Note Principal Amount of the [Group AF]
      Notes
      and the Fixed Rate Subordinate Notes as of such Payment Date (after giving
      effect to distributions of the Principal Remittance Amount for [Pool 1] to
      be
      made on such Payment Date and, in the case of the Payment Date immediately
      following the end of the Funding Period, any amounts to be released from the
      Pre-Funding Account in respect of [Pool 1]).

     

    Fixed
      Rate Senior Enhancement Percentage:
      With
      respect to a Payment Date on or after the Fixed Rate Stepdown Date, the fraction
      (expressed as a percentage) (1) the numerator of which is the excess of (a)
      the
      aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1] for the
      preceding Payment Date over (b) (i) before the Note Principal Amounts of the
      [Group AF] Notes have been reduced to zero, the sum of the Note Principal
      Amounts of the [Group AF] Notes, or (ii) after such time, the Note Principal
      Amount of the most senior Class of Fixed Rate Subordinate Notes outstanding,
      as
      of the related Servicer Advance Date, and (2) the denominator of which is the
      aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1] for the
      preceding Payment Date.

     

    Fixed
      Rate Subordinate Class Principal Distribution Amount:
      With
      respect to any Payment Date and any Class of Fixed Rate Subordinate Notes the
      excess of (1) the sum of (a) the aggregate Note Principal Amount of the [Group
      AF] Notes (after taking into account distribution of the [Group AF] Principal
      Distribution Amount for such Payment Date), (b) the aggregate Note Principal
      Amount of any Class(es) of Fixed Rate Subordinate Notes that are senior to
      the
      subject Class (in each case, after taking into account distribution of the
      Fixed
      Rate Subordinate Class Principal Distribution Amount(s) for such senior
      Class(es) of Notes for such Payment Date), and (c) the Note Principal Amount
      of
      such Class of Fixed Rate Subordinate Notes immediately prior to the subject
      Payment Date over (2) the lesser of (a) the product of (x) 100% minus the
      Stepdown Target Subordination Percentage for the subject Class of Notes and
      (y)
      the aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1] for
      such Payment Date and (b) the aggregate Stated Principal Balance of the Mortgage
      Loans in [Pool 1] for such Payment Date minus the Fixed Rate OC Floor; provided,
      however, that if such Class of Fixed Rate Subordinate Notes is the only Class
      of
      Fixed Rate Subordinate Notes outstanding on such Payment Date, that Class will
      be entitled to receive the entire remaining Principal Distribution Amount for
      [Pool 1] until the Note Principal Amount thereof is reduced to
      zero.

     

    Fixed
      Rate Stepdown Date:
      The
      later to occur of (x) the Payment Date in ______ 200_ and (y) the first Payment
      Date on which the aggregate Note Principal Amount of the [Group AF] Notes (after
      calculating anticipated distributions on such Payment Date) is less than or
      equal to ______% of the aggregate Stated Principal Balance of the Mortgage
      Loans
      in [Pool 1] for such Payment Date. 

     

    Fixed
      Rate Subordinate Notes:
      The
      [Class MF-1], [Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class
      MF-6], [Class MF-7], [Class MF-8] and [Class BF] Notes.

     

    Fixed
      Rate Trigger Event:
      With
      respect to any Payment Date on or after the Fixed Rate Stepdown Date, consists
      of either a Fixed Rate Delinquency Trigger Event with respect to that Payment
      Date or a Fixed Rate Cumulative Loss Trigger Event with respect to that Payment
      Date.

     

    Form
      10-D Disclosure Item:
      With
      respect to any Person, any material litigation or governmental proceedings
      pending against such Person, or against any of the Trust Fund, the Depositor,
      the Trust Administrator, the Indenture Trustee, the Owner Trustee and the
      Servicer, if such Person has actual knowledge thereof.

     

    Form
      10-K Disclosure Item:
      With
      respect to any Person, (a) any Form 10-D Disclosure Item and (b) any
      affiliations or relationships between such Person and any Item 1119
      Party.

     

    Freddie
      Mac or FHLMC:
      The
      Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
      United States created and existing under Title III of the Emergency Home Finance
      Act of 1970, as amended, or any successor thereto.

     

    Funding
      Period:
      The
      period from the Closing Date to and including the earlier to occur of (x) the
      date the amount in the Pre-Funding Account is less than $[25,000] and (y)
      ________ ___, 200_.

     

    Ginnie
      Mae or GNMA:
      The
      Government National Mortgage Association, a wholly owned corporate
      instrumentality of the United States within HUD.

     

    [Group
      2-AV] Cap Agreement:
      The
      interest rate cap agreement transaction evidenced by the related Confirmation
      (as assigned to the Trust pursuant to the Cap Agreement Assignment Agreement),
      with respect to the [Class 2-AV-1] and [Class 2-AV-2] Notes.

     

    [Group
      2-AV] Cap Agreement Payment Date:
      With
      respect to the [Group AV] Cap Agreement, the Business Day immediately preceding
      the related Payment Date, beginning with the Payment Date in __________ 200_
      and
      ending with the Payment Date in _______200_.

     

    [Group
      2-AV] Notes:
      The
      [Class 2-AV-1] and [Class 2-AV-2] Notes.

     

    [Group
      2-AV] Principal Distribution Amount:
      With
      respect to any Payment Date, the product of (x) the [Group AV] Principal
      Distribution Target Amount and (y) a fraction, the numerator of which is the
      [Group 2-AV] Principal Distribution Target Amount and the denominator of which
      is the sum of the [Group 2-AV] Principal Distribution Target Amount and [Group
      3-AV] Principal Distribution Target Amount.

     

    [Group
      2-AV] Principal Distribution Target Amount:
      With
      respect to any Payment Date, the excess of (1) the aggregate Note Principal
      Amount of the [Group 2-AV] Notes immediately prior to such Payment Date, over
      (2) the lesser of (x) _____% of the aggregate Stated Principal Balance of the
      Mortgage Loans in [Pool 2] for such Payment Date and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans in [Pool 2] for such Payment Date minus
      ___% of the aggregate Stated Principal Balance of the Mortgage Loans in [Pool
      2]
      and the original [Pool 2] Pre-Funded Amount as of the Cut-off Date.

     

    [Group
      3-AV] Cap Agreement:
      The
      interest rate cap agreement transaction evidenced by the related Confirmation
      (as assigned to the Trust pursuant to the Cap Agreement Assignment Agreement),
      with respect to the [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class
      3-AV-4] Notes.

     

    [Group
      3-AV] Cap Agreement Payment Date:
      With
      respect to the [Group AV] Cap Agreement, the Business Day immediately preceding
      the related Payment Date, beginning with the Payment Date in __________ 200_
      and
      ending with the Payment Date in _______200_.

     

    [Group
      3-AV] Notes:
      The
      [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4]
      Notes.

     

    [Group
      3-AV] Principal Distribution Amount:
      With
      respect to any Payment Date, the product of (x) the [Group AV] Principal
      Distribution Target Amount and (y) a fraction, the numerator of which is the
      [Group 3-AV] Principal Distribution Target Amount and the denominator of which
      is the sum of the [Group 2-AV] Principal Distribution Target Amount and the
      [Group 3-AV] Principal Distribution Target Amount.

     

    [Group
      3-AV] Principal Distribution Target Amount:
      With
      respect to any Payment Date, the excess of (1) the aggregate Note Principal
      Amount of the [Group 3-AV] Notes immediately prior to such Payment Date, over
      (2) the lesser of (x) ____% of the aggregate Stated Principal Balance of the
      Mortgage Loans in [Pool 3] for such Payment Date and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans in [Pool 3] for such Payment Date minus
      ___% of the sum of the aggregate Stated Principal Balance of the Mortgage Loans
      in [Pool 3] and the original [Pool 3] Pre-Funded Amount as of the Cut-off
      Date.

     

    [Group
      AF] Notes:
      The
      [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class
      AF-5A], [Class AF-5B] and [Class AF-6] Notes.

     

    [Group
      AF] Principal Distribution Amount:
      With
      respect to any Payment Date, the excess of (1) the aggregate Note Principal
      Amount of the [Group AF] Notes immediately prior to such Payment Date, over
      (2)
      the lesser of (x) ____% of the aggregate Stated Principal Balance of the
      Mortgage Loans in [Pool 1] for such Payment Date and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans in [Pool 1] and the original [Pool
      1]
      Pre-Funded Amount as of the Cut-off Date for such Payment Date minus the Fixed
      Rate OC Floor.

     

    [Group
      AV] Notes:
      The
      [Group 2-AV] and [Group 3-AV] Notes

     

    Guidelines:
      As
      defined in Section 4.09(n).

     

    Holder
      or
Noteholder:
      The
      registered holder of any Note or Ownership Certificate as recorded on the books
      of the Note Registrar or the Certificate Registrar except that, solely for
      the
      purposes of taking any action or giving any consent pursuant to this Agreement,
      any Note registered in the name of the Depositor, the Servicer, the Seller,
      the
      Trust Administrator or the Indenture Trustee or any Affiliate thereof (unless
      any such Person owns [100]% of a Class) shall be deemed not to be outstanding
      in
      determining whether the requisite percentage necessary to effect any such
      consent has been obtained, except that, in determining whether the Indenture
      Trustee and Trust Administrator shall be protected in relying upon any such
      consent, only Notes and an Ownership Certificate which a Responsible Officer
      thereof has actual knowledge to be so held shall be disregarded. The Indenture
      Trustee and Trust Administrator may request and conclusively rely on
      certifications by the Depositor in determining whether any Note or Ownership
      Certificate is registered to an Affiliate of the Depositor.

     

    HUD:
      The
      United States Department of Housing and Urban Development, or any successor
      thereto and including the Federal Housing Commissioner and the Secretary of
      Housing and Urban Development where appropriate under the FHA
      Regulations.

     

    Indenture:
      The
      Indenture dated as of _______, 200_, among the Issuer, the Trust Administrator
      and the Indenture Trustee, as such may be amended or supplemented from time
      to
      time.

     

    Indenture
      Event of Default:
      As
      defined in Section 5.01 of the Indenture.

     

    Indenture
      Trustee:
      ____________________________________, not in its individual capacity but solely
      as Indenture Trustee, or any successor in interest.

     

    Independent:
      When
      used with respect to any Accountants, a Person who is “independent” within the
      meaning of Rule 2-01(b) of the Securities and Exchange Commission’s Regulation
      S-X. When used with respect to any other Person, a Person who (a) is in fact
      independent of another specified Person and any Affiliate of such other Person,
      (b) does not have any material direct financial interest in such other Person
      or
      any Affiliate of such other Person, and (c) is not connected with such other
      Person or any Affiliate of such other Person as an officer, employee, promoter,
      trustee, partner, director or Person performing similar functions.

     

    Index:
      The
      index specified in the related Mortgage Note for calculation of the Mortgage
      Rate thereof.

     

    Insurance
      Policy:
      Any
      primary mortgage insurance policy, any standard hazard insurance policy, flood
      insurance policy, earthquake insurance policy or title insurance policy relating
      to the Mortgage Loans or the Mortgaged Properties, to be in effect as of the
      Closing Date or thereafter during the term of this Agreement.

     

    Insurance
      Proceeds:
      With
      respect to each Mortgage Loan (other than by the [Class AF-5B] Insurer under
      the
      [Class AF-5B] Policy), proceeds of insurance policies insuring the Mortgage
      Loan
      or the related Mortgaged Property, if applicable, including the proceeds of
      any
      hazard or flood insurance policy reduced by expenses incurred by the Servicer
      in
      connection with procuring such proceeds, applied to the restoration and repair
      of the related mortgaged property or to be paid to the borrower pursuant to
      the
      mortgage note or state law.

     

    Insured
      Payments:
      With
      respect to any Payment Date, the aggregate amount actually paid by the [Class
      AF-5B] Insurer to the Trust Administrator in respect of (i) Insured Amounts
      for
      a Payment Date and (ii) Preference Amounts for any given Business
      Day.

     

    Interest
      Carry Forward Amount:
      With
      respect to each Class of interest-bearing Notes and each Payment Date, the
      excess of (i) the Current Interest for such Class with respect to prior Payment
      Dates over (ii) the amount actually distributed to such Class with respect
      to
      interest on such prior Payment Dates.

     

    Interest
      Margin:
      For
      each Class of Notes and any Payment Date, the applicable percentage set forth
      for such class in the following table: 

     

    
      	
              Class

            	
              Interest
                

              Margin
                (1)

            	
              Interest

              Margin
                (2)

            
	
              [AF-1A]

            	
              ____%

            	
              ____%

            
	
              [AF-1B]

            	
              ____%

            	
              ____%

            
	
              [AF-2]

            	
              ____%

            	
              ____%

            
	
              [AF-3]

            	
              ____%

            	
              ____%

            
	
              [AF-4]

            	
              ____%

            	
              ____%

            
	
              [AF-5A]

            	
              ____%

            	
              ____%

            
	
              [AF-5B]

            	
              ____%

            	
              ____%

            
	
              [AF-6]

            	
              ____%

            	
              ____%

            
	
              [MF-1]

            	
              ____%

            	
              ____%

            
	
              [MF-2]

            	
              ____%

            	
              ____%

            
	
              [MF-3]

            	
              ____%

            	
              ____%

            
	
              [MF-4]

            	
              ____%

            	
              ____%

            
	
              [MF-5]

            	
              ____%

            	
              ____%

            
	
              [MF-6]

            	
              ____%

            	
              ____%

            
	
              [MF-7]

            	
              ____%

            	
              ____%

            
	
              [MF-8]

            	
              ____%

            	
              ____%

            
	
              [BF]

            	
              ____%

            	
              ____%

            
	
              [2-AV-1]

            	
              ____%

            	
              ____%

            
	
              [2-AV-2]

            	
              ____%

            	
              ____%

            
	
              [3-AV-1]

            	
              ____%

            	
              ____%

            
	
              [3-AV-2]

            	
              ____%

            	
              ____%

            
	
              [3-AV-3]

            	
              ____%

            	
              ____%

            
	
              [3-AV-4]

            	
              ____%

            	
              ____%

            
	
              [MV-1]

            	
              ____%

            	
              ____%

            
	
              [MV-2]

            	
              ____%

            	
              ____%

            
	
              [MV-3]

            	
              ____%

            	
              ____%

            
	
              [MV-4]

            	
              ____%

            	
              ____%

            
	
              [MV-5]

            	
              ____%

            	
              ____%

            
	
              [MV-6]

            	
              ____%

            	
              ____%

            
	
              [MV-7]

            	
              ____%

            	
              ____%

            
	
              [MV-8]

            	
              ____%

            	
              ____%

            
	
              [BV]

            	
              ____%

            	
              ____%

            
	 	 	 


    

    (1)
      For
      any Payment Date occurring prior to the Stepup Date.

     

    (2)
      For
      any Payment Date occurring on or after the Stepup Date.

     

    Interest
      Rate Cap Account:
      A
      separate account established and maintained by the Trust Administrator for
      the
      benefit of the Noteholders pursuant to Section 5.06.

     

    Interest
      Rate Cap Agreement:
      The
      [Class AF-1A] Cap Agreement, the [Group 2-AV] Cap Agreement, the [Group 3-AV]
      Cap Agreement or the Subordinate Cap Agreement, as applicable.

     

    Interest
      Rate Cap Agreement Payment Date:
      A
      [Class AF-1A] Cap Agreement Payment Date, [Group 2-AV] Cap Agreement Payment
      Date, [Group 3-AV] Cap Agreement Payment Date or Subordinate Cap Agreement
      Payment Date, as the case may be.

     

    Interest
      Rate Cap Receipt:
      With
      respect to any Interest Rate Cap Agreement Payment Date, any amount received
      by
      the Trust Administrator from the Cap Counterparty under any Interest Rate Cap
      Agreement.

     

    Interest
      Remittance Amount:
      With
      respect to each Pool and any Payment Date, (a) the sum of, without duplication,
      (1) all interest collected (other than the interest portion of Payaheads) or
      advanced in respect of Scheduled Payments on the Mortgage Loans in such Pool
      during the related Collection Period by the Servicer or the Indenture Trustee
      (solely in its capacity as successor Servicer), minus, (x) to the extent
      provided under Section 4.08(ii) and (iii) herein, previously unreimbursed
      Advances due to the Servicer or the Indenture Trustee (solely in its capacity
      as
      successor Servicer), to the extent allocable to interest and the allocable
      portion of previously unreimbursed Servicing Advances with respect to the
      Mortgage Loans in such Pool during the related Prepayment Period, (y) the
      related Servicing Fee with respect to such Mortgage Loans in such Pool and
      (z)
      all Prepayment Premiums received with respect to such Mortgage Loans during
      the
      related Prepayment Period, (2) any Compensating Interest Payments or payments
      in
      respect of Prepayment Interest Shortfalls paid by the Servicer pursuant to
      Section 4.23 with respect to the related Prepayment Period with respect to
      the
      Mortgage Loans in such Pool, (3) the portion of any Purchase Price or
      Substitution Amount paid with respect to the Mortgage Loans in such Pool during
      the related Prepayment Period allocable to interest, and (4) all Net
      Liquidation Proceeds, Insurance Proceeds and any other recoveries collected
      with
      respect to the Mortgage Loans in such Pool during the related Prepayment Period,
      to the extent allocable to interest, as
      reduced by
      (b) such
      Pool’s pro
      rata
      share of
      any costs, expenses, fees or liabilities due to the Servicer, the Indenture
      Trustee, the Owner Trustee or the Trust Administrator to the extent provided
      in
      this Agreement, the Trust Agreement and the Indenture.

     

    Intervening
      Assignments:
      The
      original intervening assignments of the Mortgage, notices of transfer or
      equivalent instrument.

     

    Issuer:
      The
      Delaware statutory trust known as the “______ Mortgage Investment Trust
      200_-__.”

     

    Issuer
      Order
      or
Issuer
      Request:
      A
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Indenture Trustee and the Trust
      Administrator.

     

    Item
      1119 Party:
      The
      Depositor, the Seller, the Servicer, the Indenture Trustee, the Trust
      Administrator, the Owner Trustee, any originator identified in the Prospectus
      Supplement, the Cap Counterparty and any other material transaction party,
      as
      identified in Exhibit H hereto, as updated pursuant to Section
      10.04.

     

    Last
      Scheduled Payment Date:
      With
      respect to the [Class AF-5B] Notes, the Payment Date occurring in __________
      20__.

     

    LIBOR:
      (a)
      With respect to the first Accrual Period, the per annum rate of ____%. With
      respect to each subsequent Accrual Period, a per annum rate determined on the
      LIBOR Determination Date in the following manner by the Trust Administrator on
      the basis of the “Interest Settlement Rate” set by the British Bankers’
Association (the “BBA”) for one-month United States dollar deposits, as such
      rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such
      LIBOR Determination Date.

     

    (b) If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the
      Telerate Page 3750 is not available on such date, the Trust Administrator will
      determine such rate on the basis of the offered rates of the Reference Banks
      for
      one-month United States dollar deposits, as such rates appear on the Reuters
      Screen LIBO Page or the Bloomberg Screen LIBO Page, in either case as of 11:00
      a.m. (London time) on such LIBOR Determination Date.

     

    (c) If
      LIBOR
      is determined under clause (b) above, on each LIBOR Determination Date, LIBOR
      for the related Accrual Period for the Notes will be established by the Trust
      Administrator as follows:

     

    (1) If
      on
      such LIBOR Determination Date two or more Reference Banks provide such offered
      quotations, LIBOR for the related Accrual Period for the Notes shall be the
      arithmetic mean of such offered quotations (rounded upwards if necessary to
      the
      nearest whole multiple of [0.03125]%).

     

    (2) If
      on
      such LIBOR Determination Date fewer than two Reference Banks provide such
      offered quotations, LIBOR for the related Accrual Period shall be the higher
      of
      (x) LIBOR as determined on the previous LIBOR Determination Date and (y) the
      Reserve Interest Rate.

     

    (d) The
      establishment of LIBOR by the Trust Administrator and the Trust Administrator’s
      subsequent calculation of the Note Interest Rate applicable to each Class of
      Notes for the relevant Accrual Period, in the absence of manifest error, will
      be
      final and binding.

     

    LIBOR
      Business Day:
      Any day
      on which banks in London, England and The City of New York are open for
      conducting transactions in foreign currency and exchange.

     

    LIBOR
      Determination Date:
      The
      second LIBOR Business Day immediately preceding the commencement of each Accrual
      Period for any Notes.

     

    Limited
      Exchange Act Reporting Obligations:
      The
      obligations of the Servicer under Section 4.14 and Section 4.26 with respect
      to
      notice and information to be provided to the Depositor and Article X (except
      Section 10.07(a)(1) and (2)).

     

    Liquidated
      Mortgage Loan:
      Any
      defaulted Mortgage Loan as to which the Servicer has determined that all amounts
      that it expects to recover from or on account of such Mortgage Loan have been
      recovered (exclusive of any possibility of a deficiency judgment).

     

    Liquidation
      Expenses:
      Expenses that are incurred by the Servicer in connection with the liquidation
      of
      any defaulted Mortgage Loan and are not recoverable under the applicable primary
      mortgage insurance policy, if any, including, without limitation, foreclosure
      and rehabilitation expenses, legal expenses and unreimbursed amounts, if any,
      expended pursuant to Section 4.05(e), 4.09(f) or 4.09(j).

     

    Liquidation
      Proceeds:
      Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
      foreclosure sale, payment in full, discounted payoff or otherwise, or the sale
      of the related REO Property, if the Mortgaged Property is acquired in
      satisfaction of the Mortgage Loan.

     

    Loan
      Number and Borrower Identification Mortgage Loan Schedule:
      With
      respect to any Subsequent Transfer Date, the Loan Number and Borrower
      Identification Mortgage Loan Schedule delivered in connection with such
      Subsequent Transfer Date pursuant to Section 2.01(f). Each Loan Number and
      Borrower Identification Mortgage Loan Schedule shall contain the information
      specified in the definition of “Mortgage Loan Schedule” with respect to the
      Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, and each
      Loan Number and Borrower Identification Mortgage Loan Schedule shall be deemed
      to be included in the Mortgage Loan Schedule.

     

    Loan-to-Value
      Ratio:
      With
      respect to any Mortgage Loan, the ratio of the principal balance of such
      Mortgage Loan at origination, or such other date as is specified, to the
      Original Value of the related Mortgaged Property.

     

    Majority
      Noteholders:
      Until
      such time as the sum of the Class Principal Amounts of all Classes of Notes
      has
      been reduced to zero, the holder or holders of in excess of [50]% of the
      aggregate Class Principal Amount of all Classes of Notes (accordingly, the
      holder of the Ownership Certificate shall be excluded from any rights or actions
      of the Majority Noteholders during such period); and thereafter, the holder
      of
      the Ownership Certificate.

     

    Material
      Defect:
      With
      respect to any Mortgage Loan, as defined in Section 2.02(c) hereof.

     

    Maturity
      Date:
      With
      respect to any Class of Notes, the Payment Date in ____ 20__.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or
      any
      successor in interest thereto.

     

    MERS
      Mortgage Loan:
      Any
      Mortgage Loan as to which the related Mortgage, or an Assignment of Mortgage,
      has been or will be recorded in the name of MERS, as nominee for the holder
      from
      time to time of the Mortgage Note.

     

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

     

    Mortgage:
      A
      mortgage, deed of trust or other instrument encumbering a fee simple interest
      in
      real property securing a Mortgage Note.

     

    Mortgage
      File:
      The
      mortgage documents listed in Section 2.01(g) pertaining to a particular Mortgage
      Loan required to be delivered to the Indenture Trustee pursuant to this
      Agreement.

     

    Mortgage
      Loan:
      A
      mortgage loan that is conveyed to the Issuer pursuant to this Agreement on
      the
      Closing Date (an “Initial Mortgage Loan”) or a mortgage loan that is conveyed to
      the Issuer pursuant to a Subsequent Transfer Agreement on a Subsequent Transfer
      Date (a “Subsequent Mortgage Loan”), which mortgage loan includes, without
      limitation, the mortgage loan documents, the Scheduled Payments, Principal
      Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
      any related REO Property, REO Disposition Proceeds, and all other rights,
      benefits, proceeds and obligations arising from or in connection with such
      mortgage loan. The Initial Mortgage Loans subject to this Agreement are
      identified on the Mortgage Loan Schedule annexed hereto as Schedule A and have
      an aggregate Stated Principal Balance as of the Cut-off Date of
      $_________________. Any Subsequent Mortgage Loan conveyed pursuant to a
      Subsequent Transfer Agreement shall be added to the Mortgage Loan Schedule
      as of
      the Subsequent Transfer Date.

     

    Mortgage
      Loan Remittance Rate:
      With
      respect to each Mortgage Loan, the Mortgage Rate minus the Servicing Fee
      Rate.

     

    Mortgage
      Loan Schedule:
      The
      schedule attached hereto as Schedule A, which shall identify each Mortgage
      Loan,
      as such schedule may be amended from time to time to reflect the addition of
      Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Estate.
      Such schedule shall set forth, among other things, the following information
      with respect to each Mortgage Loan: (i) the Mortgage Loan identifying number;
      (ii) the Mortgagor’s name; (iii) the street address of the Mortgaged Property
      including the city, state and zip code; (iv) the original principal amount
      of
      the Mortgage Loan; (v) the Mortgage Rate at origination; (vi) the Index; (vii)
      the first Mortgage Rate adjustment date; (viii) the monthly payment of principal
      and interest at origination; (ix) the Servicing Fee Rate; and (x) whether
      such Mortgage Loan is subject to a Prepayment Premium for voluntary prepayments
      by the Mortgagor, the term during which such Prepayment Premiums are imposed
      and
      the method of calculation of the Prepayment Premium. The Servicer shall be
      responsible for providing the Indenture Trustee and the Servicer with all
      amendments to the Mortgage Loan Schedule.

     

    Mortgage
      Note:
      The
      note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage
      under a Mortgage Loan.

     

    Mortgaged
      Property:
      The
      underlying real property securing a Mortgage Loan.

     

    Mortgage
      Rate:
      As to
      any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage
      Loan, as determined under the related Mortgage Note as reduced by the
      applications of the Civil Relief Act.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    NAS
      Factor:
      For any
      Payment Date set forth below, the percentage set forth in the following
      table:

     

    
      	
              Payment
                Date

            	
              Percentage

            
	
              _____
                200_ - _______ 200_

            	
              __%

            
	
              _____
                200_ - _______ 200_

            	
              __%

            
	
              _____
                200_ - _______ 200_

            	
              __%

            
	
              _____
                200_ - _______ 200_

            	
              __%

            
	
              _____
                200_ and thereafter

            	
              __%

            
	 	 


    

    NAS
      Principal Distribution Amount:
      For any
      Payment Date, an amount equal to the product of (i) the [Class AF-6] Portion
      for
      such Payment Date, (ii) any amounts distributed to the [Group AF] Notes pursuant
      to Section 5.02 for such Payment Date and (iii) the NAS Factor for such Payment
      Date.

     

    Net
      Funds Cap:
      With
      respect to any Payment Date, an annual rate equal to:

     

    (i)
      in
      the case of the [Group AF] Notes, the weighted average of the Net Mortgage
      Rates
      of the Mortgage Loans in [Pool 1] as of the first day of the related Collection
      Period, adjusted to reflect the accrual of interest on an actual/360
      basis;

     

    (ii)
      in
      the case of the [Group 2-AV] Notes, the weighted average of the Net Mortgage
      Rates of the Mortgage Loans in [Pool 2] as of the first day of the related
      Collection Period, adjusted to reflect the accrual of interest on an actual/360
      basis; 

     

    (iii)
      in
      the case of the [Group 3-AV] Notes, the weighted average of the Net Mortgage
      Rates of the Mortgage Loans in [Pool 3] as of the first day of the related
      Collection Period, adjusted to reflect the accrual of interest on an actual/360
      basis;

     

    (iv)
      in
      the case of each class of Fixed Rate Subordinate Notes, the weighted average
      of
      the Net Mortgage Rates of the Mortgage Loans in [Pool 1] as of the first day
      of
      the related Collection Period, weighted on the basis of the excess of the Pool
      Balance for [Pool 1] as of the first day of the related Collection Period over
      the aggregate of the Class Principal Amounts of the [Group AF] Notes immediately
      prior to that Payment Date, and adjusted to reflect the accrual of interest
      on
      an actual/360 basis; and

     

    (v)
      in
      the case of each class of Adjustable Rate Subordinate Notes, the weighted
      average of (a) the weighted average of the Net Mortgage Rates of the Mortgage
      Loans in [Pool 2] as of the first day of the related Collection Period and
      (b)
      the weighted average of the Net Mortgage Rates of the Mortgage Loans in [Pool
      3]
      as of the first day of the related Collection Period, weighted on the basis
      of
      the excess of (x) in the case of clause (iii)(a), the excess of the Pool Balance
      for [Pool 2] as of the first day of the related Collection Period over the
      aggregate of the Class Principal Amounts of the [Group 2-AV] Notes immediately
      prior to that Payment Date and (y) in the case of clause (iii)(b), the excess
      of
      the Pool Balance for [Pool 3] as of the first day of the related Collection
      Period over the Class Principal Amount of the [Group 3-AV] Notes immediately
      prior to that Payment Date, and adjusted to reflect the accrual of interest
      on
      an actual/360 basis.

     

    Net
      Liquidation Proceeds:
      With
      respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds,
      Insurance Proceeds and Condemnation Proceeds received and retained in connection
      with the liquidation of such Mortgage Loan net of (i) Liquidation Expenses
      and
      (ii) any related unreimbursed Advances and Servicing Advances, if
      any.

     

    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Servicing
      Fee Rate.

     

    Net
      Rate Carryover:
      With
      respect to any Class of interest bearing Notes and any Payment Date, the sum
      of
      (A) the excess of (i) the amount of interest that such Class would otherwise
      have accrued for such Payment Date had the Note Interest Rate for such Class
      and
      the related Accrual Period not been determined based on the applicable Net
      Funds
      Cap, over (ii) the amount of interest accrued on such Class at the applicable
      Net Funds Cap for such Payment Date and (B) the Net Rate Carryover for such
      Class for all previous Payment Dates not previously paid pursuant to Section
      5.02, together with interest thereon at the then-applicable Note Interest Rate
      for such Class, without giving effect to the applicable Net Funds
      Cap.

     

    New
      York UCC:
      The
      Uniform Commercial Code as in effect in the State of New York.

     

    Non-MERS
      Mortgage Loan:
      Any
      Mortgage Loan other than a MERS Mortgage Loan.

     

    Nonrecoverable
      Advance:
      Any
      Servicing Advance or Advance previously made or proposed to be made in respect
      of a Mortgage Loan by the Servicer which, in the reasonable discretion of the
      Servicer will not or, in the case of a proposed Servicing Advance or Advance,
      would not, ultimately be recoverable by the Servicer from the related Mortgagor,
      related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
      Disposition Proceeds or otherwise.

     

    Note:
      Any
      [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class
      AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1], [Class MF-2], [Class MF-3],
      [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8], [Class
      BF], [Class 2-AV-1], [Class 2-AV-2], [Class 3-AV-1], [Class 3-AV-2], [Class
      3-AV-3], [Class 3-AV-4], [Class MV-1], [Class MV-2], [Class MV-3], [Class MV-4],
      [Class MV-5], [Class MV-6], [Class MV-7], [Class MV-8], [Class BV], [Class
      PF],
      [Class PV], [Class CF] or [Class CV] Note.

     

    Note
      Interest Rate:
      With
      respect to each Class of Notes on any Payment Date, the least of (1) LIBOR
      plus
      the Interest Margin for such Class and such Payment Date, (2) the applicable
      Net
      Funds Cap for such Payment Date and (3) the Fixed Rate Cap.

     

    Note
      Principal Amount:
      With
      respect to any Note, the initial principal amount thereof on the Closing Date,
      less the amount of all principal payments previously paid with respect to such
      Note.

     

    Note
      Register and Note Registrar:
      As
      defined in the Indenture.

     

    Officer’s
      Certificate:
      A
      certificate signed by the Chairman of the Board, any Vice Chairman, the
      President, any Senior Vice President, any Vice President or any Assistant Vice
      President of a Person.

     

    Operative
      Agreements:
      The
      Trust Agreement, the Certificate of Trust of the Issuer, this Agreement, the
      Indenture, the Depository Agreement, each Interest Rate Cap Agreement, the
      Cap
      Agreement Assignment Agreement and each other document contemplated by any
      of
      the foregoing to which the Depositor, the Seller, the Servicer, the Owner
      Trustee, the Trust Administrator, the Indenture Trustee or the Issuer is a
      party.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, reasonably acceptable in form and substance to
      the
      Seller, the Trust Administrator, the Indenture Trustee and/or the Servicer,
      as
      applicable, and who may be in house or outside counsel to the Seller, the
      Servicer, the Depositor, the Servicer, the Trust Administrator or the Indenture
      Trustee but which must be Independent outside counsel with respect to any such
      opinion of counsel concerning federal income tax or ERISA matters.

     

    Original
      Value:
      The
      lesser of (a) the Appraised Value of a Mortgaged Property at the time the
      related Mortgage Loan was originated and (b) if the Mortgage Loan was made
      to
      finance the acquisition of the related Mortgaged Property, the purchase price
      paid for the Mortgaged Property by the Mortgagor at the time the related
      Mortgage Loan was originated.

     

    Overcollateralization
      Amount:
      With
      respect to any Payment Date will be equal to the amount, if any, by which (x)
      the Aggregate Collateral Balance for such Payment Date exceeds (y) the aggregate
      Class Principal Amount of the Notes, in each case after giving effect to
      payments on such Payment Date.

     

    Overcollateralization
      Deficiency Amount:
      With
      respect to any Payment Date, the excess, if any, of the Targeted
      Overcollateralization Amount for that Payment Date over the
      Overcollateralization Amount for that Payment Date.

     

    Ownership
      Certificate:
      An
      equity certificate representing a 100% undivided beneficial ownership interest
      in the Trust, substantially in the form attached as part of Exhibit A to the
      Trust Agreement.

     

    Owner
      Trustee:
      _____________________, a ____________________, and any successor in interest,
      not in its individual capacity, but solely as owner trustee under the Trust
      Agreement.

     

    Owner
      Trustee Fee:
      The
      annual fee payable to the Owner Trustee by the Trust Administrator pursuant
      to
      the Fee Letter Agreement specified in Section 7.03 of the Trust Agreement during
      the term of this Agreement.

     

    Payahead:
      With
      respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment
      received by the Servicer during any Collection Period in addition to the
      Scheduled Payment due on such Due Date, intended by the related Mortgagor to
      be
      applied on a subsequent Due Date or Due Dates.

     

    Paying
      Agent:
      As
      defined in the Indenture. The initial Paying Agent shall be the Trust
      Administrator.

     

    Payment
      Date:
      The
      [25th]
      day of
      each month or, if such [25th]
      day is
      not a Business Day, the next succeeding Business Day, commencing in ________
      200_.

     

    Percentage
      Interest:
      The
      Percentage Interest evidenced thereby shall equal (i) with respect to the
      Ownership Certificate, the Percentage Interest on the face of such certificate;
      or (ii) with respect to any Note, the initial Note Principal Amount thereof,
      divided by the initial Class Principal Amount of all Notes of the same
      Class.

     

    Performance
      Certification:
      As
      defined in Section 10.05.

     

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

     

    Plan:
      An
      employee benefit plan or other retirement arrangement which is subject to
      Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
      underlying assets include such plan’s or arrangement’s assets by reason of their
      investment in the entity.

     

    Plan
      Asset Regulations:
      The
      Department of Labor regulations set forth in 29 C.F.R. 2510.3 101.

     

    Pool:
      [Pool
      1], [Pool 2] or [Pool 3] as applicable.

     

    [Pool
      1]:
      The
      portion of the Mortgage Pool identified as [Pool 1].

     

    [Pool
      1] Pre-Funded Amount:
      The
      portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage
      Loans as [Pool 1] Mortgage Loans on the Closing Date, which shall equal
      $_________________.

     

    [Pool
      1] Senior Notes:
      The
      [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class
      AF-5A], [Class AF-5B] and [Class AF-6] Notes.

     

    [Pool
      2]:
      The
      portion of the Mortgage Pool identified as [Pool 2].

     

    [Pool
      2] Pre-Funded Amount:
      The
      portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage
      Loans as [Pool 2] Mortgage Loans on the Closing Date, which shall equal
      $___________________.

     

    [Pool
      2] Senior Notes:
      The
      [Class 2-AV-1] and [Class 2-AV-2] Notes.

     

    [Pool
      2] Sequential Trigger Event:
      With
      respect to any Payment Date (i) prior to the Payment Date in ______ 200_, if
      (x)
      the aggregate amount of Realized Losses on the Mortgage Loans in [Pool 2] from
      the Cut-off Date for each such Mortgage Loan to (and including) the last day
      of
      the related Due Period (reduced by the aggregate amount of any Recoveries
      related to the Mortgage Loans in [Pool 2] received through the last day of
      that
      Due Period) exceeds (y) ______% of the sum of the aggregate Cut-off Date
      Principal Balance of the Initial Mortgage Loans in [Pool 2] and the [Pool 2]
      Pre-Funded Amount or (ii) on or after the Payment Date in ______ 200_, if an
      Adjustable Rate Trigger Event is in effect.

     

    [Pool
      3]:
      The
      portion of the Mortgage Pool identified as [Pool 3].

     

    [Pool
      3] Pre-Funded Amount:
      The
      portion of the Pre-Funded Amount allocable for purchase of Subsequent Mortgage
      Loans as [Pool 3] Mortgage Loans on the Closing Date, which shall equal
      $__________________.

     

    [Pool
      3] Senior Notes:
      The
      [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4]
      Notes.

     

    Pool
      Balance:
      With
      respect to each Pool and any Payment Date, the aggregate of the Stated Principal
      Balances of the Mortgage Loans in such Pool.

     

    Prepayment
      Interest Excess Amount:
      For any
      Servicer Remittance Date and any Principal Prepayment received during the
      portion of the related Prepayment Period occurring from and including the first
      day through the fifteenth day of the calendar month in which such Servicer
      Remittance Date occurs, an amount equal to interest (to the extent received)
      due
      in connection with such Principal Prepayment.

     

    Preference
      Amount:
      Any
      payment of principal or interest on a [Class AF-5B] Note which has become Due
      for Payment and which was made to a Holder by or on behalf of the Trust Fund,
      which has been deemed a preferential transfer and was previously recovered
      from
      the Holder pursuant to the United States Bankruptcy Code in accordance with
      a
      final, non-appealable order of a court of competent jurisdiction.

     

    Preference
      Claim:
      As
      defined in Section 5.07(h).

     

    Pre-Funded
      Amount:
      The
      amount deposited in the Pre-Funding Account on the Closing Date, which shall
      equal $________________.

     

    Pre-Funding
      Account:
      The
      separate Eligible Account created and maintained by the Trust Administrator
      pursuant to this Agreement in the name of the Trust Administrator for the
      benefit of the Noteholders and designated “_______________________, in trust for
      registered holders of
      [                                ]
      200__-[   ].” Funds in the Pre-Funding Account shall be held in
      trust for the Noteholders for the uses and purposes set forth in this
      Agreement.

     

    Prepayment
      Interest Shortfall Amount:
      With
      respect to any voluntary Principal Prepayment in full or in part by the
      Mortgagor on any Mortgage Loan that is received during the period from the
      first
      day of the Prepayment Period through the last day of the calendar month
      preceding the related Payment Date, the amount, if any, by which one month’s
      interest at the Mortgage Rate minus the Servicing Fee for such Mortgage Loan
      on
      the amount of such Principal Prepayment exceeds the amount of interest received
      from such Mortgagor in respect of such Principal Prepayment.

     

    Prepayment
      Period:
      With
      respect to any Payment Date, the period beginning from and including the
      sixteenth day of the month preceding the month in which such Payment Date occurs
      (or, in the case of the initial prepayment period, beginning on the Cut-off
      Date) to and including the fifteenth day of the month in which such Payment
      Date
      occurs.

     

    Prepayment
      Premiums:
      Any
      prepayment fees and penalties to be paid by the Mortgagor on a Mortgage Loan
      in
      the case of a full or partial voluntary prepayment of such Mortgage Loan during
      the related Prepayment Period.

     

    Prime
      Rate:
      The
      prime rate of the United States money center commercial banks as published
      in
      The Wall Street Journal, Northeast Edition.

     

    Principal
      Deficiency Amount:
      With
      respect to any class of Subordinate Notes and any Payment Date, the lesser
      of
      (a) the excess, if any, of (1) the Total Principal Deficiency Amount over (2)
      the aggregate of the Principal Deficiency Amounts for the classes of Subordinate
      Notes, if any, that have a lower priority of payment than the subject class
      and
      (b) the Class Principal Amount of the subject class of Notes immediately prior
      to such Payment Date.

     

    Principal
      Distribution Amount:
      With
      respect to each Payment Date and a Pool, the sum of (i) the Principal Remittance
      Amount for such Pool for such Payment Date, (ii) the Extra Principal
      Distribution Amount for such Pool for such Payment Date and (iii) with respect
      to the Payment Date immediately following the end of the Funding Period, the
      amount, if any, remaining in the Pre-Funding Account at the end of the Funding
      Period (net of any investment income therefrom) allocable to such
      Pool.

     

    Principal
      Payment Amount:
      With
      respect to each Pool for any Payment Date, an amount equal to the Principal
      Remittance Amount for such Pool for such date minus
      the
      Aggregate Overcollateralization Release Amount attributable to such Pool for
      such Payment Date.

     

    Principal
      Prepayment:
      Any
      payment or other recovery of principal on a Mortgage Loan, including any payment
      or other recovery of principal in connection with the repurchase of a Mortgage
      Loan by the Seller, the Servicer or any other Person received in advance of
      such
      Mortgage Loan’s scheduled Due Date.

     

    Principal
      Remittance Amount:
      With
      respect to any Payment Date and for each Pool, (a) the sum of (i) all
      principal collected (other than the principal portion of Payaheads) or advanced
      in respect of Scheduled Payments on the Mortgage Loans in such Pool during
      the
      related Collection Period by the Servicer (less unreimbursed Advances due to
      the
      Servicer or the Indenture Trustee as successor Servicer, or any other successor
      Servicer, with respect to such Pool, and any unreimbursed Servicing Advances,
      in
      each case, to the extent allocable to principal and to the extent provided
      under
      Sections 4.08(i) and (ii)), (ii) all Principal Prepayments in full or in part
      received during the related Prepayment Period on the Mortgage Loans in such
      Pool, (iii) the Stated Principal Balance of each Mortgage Loan in such Pool
      that
      was purchased from the Trust Estate during the related Prepayment Period, (iv)
      the portion of any Substitution Amount paid with respect to any Deleted Mortgage
      Loan relating to a Mortgage Loan in such Pool during the related Prepayment
      Period allocable to principal, (v) all Net Liquidation Proceeds, Insurance
      Proceeds, REO Disposition Proceeds and other Recoveries collected with respect
      to such Mortgage Loans in such Pool during the related Prepayment Period, to
      the
      extent allocable to principal and (vi) all other unscheduled collections and
      recoveries in respect of principal during the related Prepayment Period,
as
      reduced by
      (b) such
      Pool’s pro
      rata
      share
      of: other costs, expenses, fees or liabilities reimbursable to the Indenture
      Trustee, the Owner Trustee, the Trust Administrator and the Servicer to the
      extent provided in this Agreement, the Trust Agreement and the Indenture and
      to
      the extent not reimbursed from the Interest Remittance Amount, or
      otherwise.

     

    Proceeding:
      Any
      suit in equity, action at law or other judicial or administrative
      proceeding.

     

    Property
      Charges:
      As
      defined in Section 4.09(d).

     

    Prospectus:
      The
      Prospectus Supplement, together with the accompanying prospectus dated
      _________, 200_.

     

    Prospectus
      Supplement:
      The
      prospectus supplement dated _____, 200_ relating to the Notes.

     

    Purchase
      Price:
      With
      respect to the purchase of a Mortgage Loan or related REO Property pursuant
      to
      this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal
      balance of such Mortgage Loan, (b) accrued interest thereon at the applicable
      Mortgage Rate, from the date as to which interest was last paid to (but not
      including) the Due Date in the Collection Period during which such Mortgage
      Loan
      or REO Property is being so purchased; (c) if applicable, the fair market value
      of the REO Property and all other property being purchased; (d) any unreimbursed
      Servicing Advances with respect to such Mortgage Loan; and (e) any costs and
      damages incurred by the Trust Estate associated with any violation of applicable
      federal, state or local anti-predatory or anti-abusive lending laws with respect
      to the related Mortgage Loan. The Servicer shall be reimbursed from the Purchase
      Price for any Mortgage Loan or related REO Property for any Advances made or
      other amounts advanced with respect to such Mortgage Loan that are reimbursable
      to the Servicer under this Agreement, together with any accrued and unpaid
      Servicing Fee with respect to such Mortgage Loan.

     

    Qualified
      GIC:
      A
      guaranteed investment contract or surety bond providing for the investment
      of
      funds in the Collection Account and insuring a minimum, fixed or floating rate
      of return on investments of such funds, which contract or surety bond
      shall:

     

    (i) be
      an
      obligation of an insurance company or other corporation whose long term debt
      is
      rated by each Rating Agency in one of its two highest rating categories or,
      if
      such insurance company has no long term debt, whose claims paying ability is
      rated by each Rating Agency in one of its two highest rating categories, and
      whose short-term debt is rated by each Rating Agency in its highest rating
      category;

     

    (ii) provide
      that the Trust Administrator on behalf of the Indenture Trustee may exercise
      all
      of the rights under such contract or surety bond without the necessity of taking
      any action by any other Person;

     

    (iii) provide
      that if at any time the then current credit standing of the obligor under such
      guaranteed investment contract is such that continued investment pursuant to
      such contract of funds would result in a downgrading of any rating of the Notes,
      the Trust Administrator shall terminate such contract without penalty and be
      entitled to the return of all funds previously invested thereunder, together
      with accrued interest thereon at the interest rate provided under such contract
      to the date of delivery of such funds to the Trust Administrator;

     

    (iv) provide
      that the Indenture Trustee’s interest therein shall be transferable to any
      successor trustee hereunder; and

     

    (v) provide
      that the funds reinvested thereunder and accrued interest thereon be returnable
      to the Collection Account not later than the Business Day prior to any Payment
      Date.

     

    Qualified
      Insurer:
      An
      insurance company duly qualified as such under the laws of the states in which
      the related Mortgaged Properties are located, duly authorized and licensed
      in
      such states to transact the applicable insurance business and to write the
      insurance provided and whose claims paying ability is rated by each Rating
      Agency in its highest rating category or whose selection as an insurer will
      not
      adversely affect the rating of the Notes.

     

    [Qualified
      REIT Subsidiary:
      A
      direct or indirect 100% owned subsidiary of a REIT that satisfies the
      requirements of Section 856(i) of the Code.]

     

    Qualifying
      Substitute Mortgage Loan:
      In the
      case of a Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to
      the
      terms of this Agreement, a Mortgage Loan that, on the date of such substitution,
      (i) has an outstanding Stated Principal Balance (or in the case of a
      substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
      aggregate Stated Principal Balance), after application of all Scheduled Payments
      due during or prior to the month of substitution, not in excess of, and not
      more
      than [5]% less than, the outstanding Stated Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) has a Mortgage Rate not less than, and not more than
      [0.50]% higher than, the Mortgage Rate on the Deleted Mortgage Loan, (iii)
      if
      applicable, has a maximum Mortgage Rate not less than the maximum Mortgage
      Rate
      on the Deleted Mortgage Loan, (iv) has a minimum Mortgage Rate not less than
      the
      minimum Mortgage Rate of the Deleted Mortgage Loan, (v) has a gross margin
      equal
      to or greater than the gross margin of the Deleted Mortgage Loan, (vi) (a)
      has a
      next adjustment date not later than the next adjustment date on the Deleted
      Mortgage Loan, (b) has an initial periodic rate cap not less than the Deleted
      Mortgage Loan and (c) has a subsequent periodic rate cap not less than the
      Deleted Mortgage Loan, (vii) has the same Due Date as the Deleted Mortgage
      Loan,
      (viii) has a remaining stated term to maturity not longer than 18 months and
      not
      more than 18 months shorter than the remaining stated term to maturity of the
      related Deleted Mortgage Loan, (ix) is current as of the date of substitution,
      (x) has a Loan-to-Value Ratio as of the date of substitution equal to or lower
      than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date,
      (xi)
      has been underwritten by the Seller in accordance with the same underwriting
      criteria and guidelines as the Deleted Mortgage Loan, (xii) has a risk grading
      determined by the Seller at least equal to the risk grading assigned on the
      Deleted Mortgage Loan, (xiii) is secured by the same property type as the
      Deleted Mortgage Loan, (xiv) conforms to each representation and warranty
      applicable to the Deleted Mortgage Loan made in the Mortgage Loan Purchase
      Agreement, (xv) has the same first lien position as the Deleted Mortgage Loan,
      (xvi) is covered by a primary mortgage insurance policy if the Deleted Mortgage
      Loan was so covered, (xvii) contains provisions covering the payment of
      Prepayment Premium by the Mortgagor for early prepayment of the Mortgage Loan
      at
      least as favorable to the Trust as the Deleted Mortgage Loan, (xviii) has a
      maturity date not later than the maturity date of the latest maturing Mortgage
      Loan in the Mortgage Pool as of the Closing Date, (xix) has the same Index
      as
      the Deleted Mortgage Loan, (xx) if originated on or after November 27, 2003,
      is
      not a “high cost” loan subject to the New Jersey Home Ownership Security Act of
      2003 and (xxi) if originated on or after January 1, 2004 is not a “high-cost”
loan subject to the New Mexico Home Loan Protection Act. In the event that
      one
      or more mortgage loans are substituted for one or more Deleted Mortgage Loans,
      the amounts described in clause (i) hereof shall be determined on the basis
      of
      aggregate Stated Principal Balances, the Mortgage Rates described in clause
      (ii)
      hereof shall be determined on the basis of weighted average Mortgage Rates,
      the
      risk gradings described in clause (xii) hereof shall be satisfied as to each
      such mortgage loan, the terms described in clause (viii) hereof shall be
      determined on the basis of weighted average remaining term to maturity, the
      Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to
      each such mortgage loan and, except to the extent otherwise provided in this
      sentence, the representations and warranties described in clause (xiv) hereof
      must be satisfied as to each Qualified Substitute Mortgage Loan or in the
      aggregate, as the case may be.

     

    Rating
      Agency:
      Each of
      Moody’s and S&P.

     

    Realized
      Loss:
      With
      respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid
      principal balance of such Mortgage Loan as of the date of liquidation, minus
      (ii) Liquidation Proceeds received, to the extent allocable to principal, net
      of
      amounts that are reimbursable therefrom to the Servicer with respect to such
      Mortgage Loan (other than Advances of principal) including Liquidation Expenses.
      In determining whether a Realized Loss is a Realized Loss of principal,
      Liquidation Proceeds shall be allocated, first, to payment of Liquidation
      Expenses, then to accrued unpaid interest and finally to reduce the principal
      balance of the Mortgage Loan.

     

    Record
      Date:
      With
      respect to each Payment Date and each Class of Notes, the Business Day prior
      to
      the related Payment Date, and with respect to any Class of Definitive Notes,
      the
      last Business Day of the month immediately preceding the month in which the
      Payment Date occurs (or, in the case of the first Payment Date, the Closing
      Date).

     

    Recovery:
      With
      respect to any Liquidated Mortgage Loan, an amount received in respect of
      principal on such Mortgage Loan which has previously been allocated as a
      Realized Loss to a Class or Classes of Notes net of reimbursable
      expenses.

     

    Redemption
      Date:
      The
      first Payment Date on which _____________________ is permitted to exercise
      its
      right to purchase the assets of the Trust pursuant to Section 8.02
      hereof.

     

    Reference
      Banks:
      Leading
      banks selected by the Trust Administrator and engaged in transactions in
      Eurodollar deposits in the international Eurocurrency market (1) with an
      established place of business in London, (2) whose quotations appear on the
      Reuters Screen LIBO Page or the Bloomberg Screen LIBO Page on the Determination
      Date in question, (3) which have been designated as such by the Trust
      Administrator and (4) not controlling, controlled by, or under common control
      with, the Depositor, the Indenture Trustee, the Trust Administrator, the
      Servicer, the Seller or any successor servicer.

     

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

     

    REIT:
      A real
      estate investment trust within the meaning of section 856 of the
      Code.

     

    Relevant
      UCC:
      The
      Uniform Commercial Code as in effect in the applicable
      jurisdiction.

     

    REO
      Disposition:
      The
      final sale by the Servicer of any REO Property.

     

    REO
      Disposition Proceeds:
      All
      amounts received with respect to an REO Disposition pursuant to Section
      4.09(j).

     

    REO
      Property:
      A
      Mortgaged Property acquired by the Servicer through foreclosure or deed in
      lieu
      of foreclosure in connection with a defaulted Mortgage Loan.

     

    Reportable
      Event:
      Any
      event required to be reported on Form 8-K, and in any event, the
      following:

     

    (a) entry
      into a definitive agreement related to the Trust Fund, the Notes or the Mortgage
      Loans, or an amendment to an Operative Agreement, even if the Depositor is
      not a
      party to such agreement (e.g., a servicing agreement with a servicer
      contemplated by Item 1108(a)(3) of Regulation AB);

     

    (b) termination
      of an Operative Agreement (other than by expiration of the agreement on its
      stated termination date or as a result of all parties completing their
      obligations under such agreement), even if the Depositor is not a party to
      such
      agreement (e.g., a servicing agreement with a servicer contemplated by Item
      1108(a)(3) of Regulation AB);

     

    (c) with
      respect to the Servicer only, if the Servicer becomes aware of any bankruptcy
      or
      receivership with respect to the Seller, the Depositor, the Servicer, the Trust
      Administrator, the Indenture Trustee, the Cap Counterparty, any enhancement
      or
      support provider contemplated by Items 1114(b) or 1115 of Regulation AB, or
      any
      other material party contemplated by Item 1101(d)(1) of Regulation
      AB;

     

    (d) with
      respect to the Trust Administrator, the Servicer and the Depositor only, the
      occurrence of an early amortization, performance trigger or other event,
      including an event of default under this Agreement;

     

    (e)
       any
      amendment to this Agreement;

     

    (f) the
      resignation, removal, replacement, substitution of the Servicer, the Trust
      Administrator or the Indenture Trustee;

     

    (g) with
      respect to the Servicer only, if the Servicer becomes aware that (i) any
      material enhancement or support specified in Item 1114(a)(1) through (3) of
      Regulation AB or Item 1115 of Regulation AB that was previously applicable
      regarding one or more classes of the Notes has terminated other than by
      expiration of the contract on its stated termination date or as a result of
      all
      parties completing their obligations under such agreement; (ii) any material
      enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or Item
      1115 of Regulation AB has been added with respect to one or more classes of
      the
      Notes; or (iii) any existing material enhancement or support specified in Item
      1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB with
      respect to one or more classes of the Notes has been materially amended or
      modified; and

     

    (h) with
      respect to the Trust Administrator, the Servicer and the Depositor only, a
      required distribution to Holders of the Notes is not made as of the required
      Payment Date under this Agreement.

     

    Reporting
      Subcontractor:
      With
      respect to the Servicer, the [Indenture Trustee], or the Trust Administrator,
      any Subcontractor determined by such Person pursuant to Section 10.08(a) to
      be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB. References to a Reporting Subcontractor shall refer only to
      the
      Subcontractor of such Person and shall not refer to Subcontractors
      generally.

     

    Reserve
      Interest Rate:
      The
      rate per annum that the Trust Administrator determines to be either (1) the
      arithmetic mean (rounded upwards if necessary to the nearest whole multiple
      of
      [0.03125]%) of the one-month United States dollar lending rates which New York
      City banks selected by the Trust Administrator are quoting on the relevant
      LIBOR
      Determination Date to the principal London offices of leading banks in the
      London interbank market or, (2) in the event that the Trust Administrator can
      determine no such arithmetic mean, the lowest one-month United States dollar
      lending rate which New York City banks selected by the Trust Administrator
      are
      quoting on such LIBOR Determination Date to leading European banks.

     

    Responsible
      Officer:
      Any
      vice president, any assistant vice president, any assistant secretary, any
      associate, any assistant treasurer, or any other officer of the Indenture
      Trustee or the Trust Administrator, as applicable, customarily performing
      functions similar to those performed by any of the above-designated officers
      and, in each case, having direct responsibility for the administration of the
      Operative Agreements and also, with respect to a particular matter, any other
      officer to whom such matter is referred because of such officer’s knowledge of
      and familiarity with the particular subject.

     

    Reuters
      Screen LIBO Page:
      The
      display designated as page “LIBOR01” on the Reuters Monitor Money Rates Service
      (or such other page as may replace the LIBOR01 page on that service for the
      purpose of displaying London interbank offered rates of major
      banks).

     

    Rolling
      [Sixty-Day] Delinquency Rate:
      With
      respect to any Payment Date on or after the Stepdown Date and any Pool or Pools,
      the average of the [Sixty-Day] Delinquency Rates for such Pool or Pools and
      such
      Payment Date and the two immediately preceding Payment Dates.

     

    Rolling
      Three Month Delinquency Rate:
      With
      respect to any Payment Date, the average of the Delinquency Rates for each
      of
      the three (or one and two, in the case of the first and second Payment Dates,
      respectively) immediately preceding calendar months.

     

    S&P:
      Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies,
      Inc., or any successor in interest.

     

    Sarbanes-Oxley
      Certification:
      As
      defined in Section 10.05.

     

    Scheduled
      Payment:
      Each
      scheduled payment of principal and interest (or of interest only, if applicable)
      to be paid by the Mortgagor on a Mortgage Loan, as reduced (except where
      otherwise specified herein) by the amount of any related Debt Service Reduction
      or pursuant to the Civil Relief Act (excluding all amounts of principal and
      interest that were due on or before the Cut-off Date whenever received) and,
      in
      the case of an REO Property, an amount equivalent to the Scheduled Payment
      that
      would have been due on the related Mortgage Loan if such Mortgage Loan had
      remained in existence.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended

     

    Securities
      Intermediary:
      The
      Person acting as Securities Intermediary under this Agreement (which is
      ____________________), its successor in interest, and any successor Securities
      Intermediary appointed pursuant to Section 5.04.

     

    Security
      Entitlement:
      The
      meaning specified in Section 8-102(a)(17) of the New York UCC.

     

    Seller:
      ____________________________.

     

    [Seller
      Shortfall Interest Requirement:
      With
      respect to the Business Day immediately preceding the Payment Date in each
      of
      ________ 200_, ________ 200_ and ________ 200_, is the sum of:

     

    (a) the
      product of: (1) the excess of the aggregate Stated Principal Balances for such
      Payment Date of the Mortgage Loans (including the Subsequent Mortgage Loans,
      if
      any) owned by the Trust Fund at the beginning of the related Due Period, over
      the aggregate Stated Principal Balance for such Payment Date have a scheduled
      payment of interest due in the related Due Period, and (2) a fraction, the
      numerator of which is the weighted average Net Mortgage Rate of such Mortgage
      Loans (including such Subsequent Mortgage Loans, if any) (weighted on the basis
      of the Stated Principal Balances thereof for such Payment Date) and the
      denominator of which is 12; and

     

    (b) the
      lesser of: 

     

    (i)
       the
      product of: (1) the amount on deposit in the Pre-Funding Account at the
      beginning of the related Due Period, and (2) a fraction, the numerator of which
      is the weighted average Net Mortgage Rate of the Mortgage Loans (including
      Subsequent Mortgage Loans, if any) owned by the Trust Fund at the beginning
      of
      the related Due Period (weighted on the basis of the Stated Principal Balances
      thereof for such Payment Date) and the denominator of which is 12;
      and

     

    (ii) the
      excess of (x) the sum of the amount of Current Interest and Interest Carry
      Forward Amount due and payable on the interest-bearing Notes and the [Class
      AF-5B] Premium, in each case for such Payment Date, over (y) Interest Remittance
      Amount otherwise available to pay Current Interest and the Interest Carry
      Forward Amount on the interest-bearing Notes for such Payment Date (after giving
      effect to the addition of any amounts in clause (a) of this definition of Seller
      Shortfall Interest Requirement to Interest Remittance Amount for such Payment
      Date).

     

    Senior
      Enhancement Percentage:
      For any
      Payment Date, the fraction, expressed as a percentage, the numerator of which
      is
      the sum of the aggregate Class Principal Amounts of the Subordinate Notes and
      the Overcollateralization Amount (which, for purposes of this definition only,
      shall not be less than zero) in each case after giving effect to payments on
      such Payment Date and the denominator of which is the Aggregate Collateral
      Balance for such Payment Date.

     

    Senior
      Note:
      Any
      [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class
      AF-5A], [Class AF-5B], [Class AF-6], [Class 2-AV-1], [Class 2-AV-2], [Class
      3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or [Class 3-AV-4] Note.

     

    Servicer:
      _________________________, or its successor in interest or assigns or any
      successor to the Servicer under this Agreement as herein provided.

     

    Servicer
      Event of Default:
      Any one
      of the conditions or circumstances enumerated in Section 4.13 with respect
      to
      the Servicer.

     

    Servicer
      Remittance Date:
      The
      Business Day prior to each Payment Date, commencing in _________
      200_.

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses other
      than Advances (including reasonable attorneys’ fees and disbursements) incurred
      in the performance by the Servicer of its servicing obligations, including,
      but
      not limited to, the cost of (a) the preservation, inspection, restoration and
      protection of the Mortgaged Property, (b) any enforcement or administrative
      or
      judicial proceedings, including foreclosures, (c) the management and liquidation
      of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction
      of the Mortgage, (d) taxes, assessments, water rates, sewer rents and other
      charges which are or may become a lien upon the Mortgaged Property and fire
      and
      hazard insurance coverage and (e) any losses sustained by the Servicer with
      respect to the liquidation of the Mortgaged Property. Notwithstanding anything
      to the contrary herein, in the event the Servicer determines in its reasonable
      judgment that a Servicing Advance is a Nonrecoverable Advance, the Servicer
      shall be under no obligation to make such Servicing Advance.

     

    Servicing
      Criteria:
      The
“servicing criteria” set forth in Item 1122(d) of Regulation AB.

     

    Servicing
      Fee:
      As to
      any Payment Date and each Mortgage Loan, an amount equal to the product of
      (a)
      one-twelfth of the Servicing Fee Rate and (b) the Stated Principal Balance
      of
      such Mortgage Loan as of the first day of the related Collection
      Period.

     

    Servicing
      Fee Rate:
      With
      respect to each Mortgage Loan, ___% per annum.

     

    Servicing
      File:
      The
      items pertaining to a particular Mortgage Loan including, but not limited to,
      the computer files, data disks, books, records, data tapes, notes, and all
      additional documents generated as a result of or utilized in originating and/or
      servicing each Mortgage Loan, which are held in trust for the Indenture Trustee
      by the Servicer.

     

    Servicing
      Standard:
      The
      servicing and administration of the Mortgage Loans for which the Servicer is
      responsible hereunder (a) in the same manner in which, and with the same care,
      skill, prudence and diligence with which, the Servicer generally services and
      administers similar mortgage loans with similar mortgagors (i) for other third
      parties, giving due consideration to customary and usual standards of practice
      of prudent institutional residential mortgage lenders servicing their own loans
      or (ii) held in the Servicer’s own portfolio, (b) with a view to the
      maximization of the recovery on such Mortgage Loans on a net present value
      basis
      and the best interests of the Trust or any Person to which the Mortgage Loans
      may be transferred by the Trust, (c) without regard to (i) any relationship
      that
      the Servicer or any affiliate thereof may have with the related Mortgagor or
      any
      other party to the transactions, (ii) the right of the Servicer to receive
      compensation or other fees for its services rendered pursuant to this Agreement,
      (iii) the obligation of the Servicer to make Servicing Advances, (iv) the
      ownership, servicing or management by the Servicer or any affiliate thereof
      for
      others of any other mortgage loans or mortgaged properties, and (v) any debt
      the
      Servicer or any affiliate of the Servicer has extended to any mortgagor or
      any
      affiliate of such mortgagor and (d) in accordance with the applicable state,
      local and federal laws, rules and regulations.

     

    Stated
      Principal Balance:
      With
      respect to any Payment Date, either (a) in the case of any Mortgage Loan, the
      principal balance of such Mortgage Loan at the close of business on the Cut-off
      Date after giving effect to principal payments due on or before the Cut-off
      Date, whether or not received, less an amount equal to principal payments due
      after the Cut-off Date and on or before the Due Date in the related Collection
      Period, whether or not received from the Mortgagor or advanced by the Servicer,
      and all amounts allocable to unscheduled principal payments (including Principal
      Prepayments, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds,
      in each case to the extent identified and applied prior to or during the related
      Prepayment Period), provided that the Stated Principal Balance of any Liquidated
      Mortgage Loan shall be zero and (b) in the case of any REO Property, the Stated
      Principal Balance of the related Mortgage Loan on the Due Date immediately
      preceding the date of acquisition of such REO Property by or on behalf of the
      Indenture Trustee (reduced by any amount applied as a reduction of principal
      on
      the related Mortgage Loan).

     

    Stepdown
      Date:
      The
      later to occur of (1) the Payment Date in ________ 200_ and (2) the first
      Payment Date on which on which the Senior Enhancement Percentage (calculated
      for
      this purpose after giving effect to payments or other recoveries in respect
      of
      the Mortgage Loans during the related Collection Period, but before giving
      effect to payments on any Notes on such Payment Date) is greater than or equal
      to _____%.

     

    Stepdown
      Target Subordination Percentage:
      For any
      Class of Subordinate Notes, the respective percentage indicated in the following
      table:

     

    
      	 	
              Stepdown
                Target Subordination Percentage

            
	 	 
	
              [MF-1]

            	
              ____%

            
	
              [MF-2]

            	
              ____%

            
	
              [MF-3]

            	
              ____%

            
	
              [MF-4]

            	
              ____%

            
	
              [MF-5]

            	
              ____%

            
	
              [MF-6]

            	
              ____%

            
	
              [MF-7]

            	
              ____%

            
	
              [MF-8]

            	
              ____%

            
	
              [BF]

            	
              ____%

            
	
              [MV-1]

            	
              ____%

            
	
              [MV-2]

            	
              ____%

            
	
              [MV-3]

            	
              ____%

            
	
              [MV-4]

            	
              ____%

            
	
              [MV-5]

            	
              ____%

            
	
              [MV-6]

            	
              ____%

            
	
              [MV-7]

            	
              ____%

            
	
              [MV-8]

            	
              ____%

            
	
              [BV]

            	
              ____%

            


    

    


     

    Stepup
      Date:
      The
      first Payment Date after the Payment Date on which the Aggregate Collateral
      Balance is less than or equal to _____% of the sum of the Aggregate Collateral
      Balance as of the Cut-off Date.

     

    Subcontractor:
      Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing (as “servicing” is commonly understood by participants in the
      mortgage-backed securities market) of Mortgage Loans but performs one or more
      discrete functions identified in Item 1122(d) of Regulation AB with respect
      to
      the Mortgage Loans under the direction or authority of the Servicer, the Trust
      Administrator or the Indenture Trustee, as the case may be.

     

    Subordinate
      Cap Agreement:
      The
      interest rate cap agreement transaction evidenced by the related Confirmation
      (as assigned to the Trust pursuant to the Cap Agreement Assignment Agreement),
      with respect to the Subordinate Notes.

     

    Subordinate
      Cap Agreement Payment Date:
      With
      respect to the Subordinate Cap Agreement, the Business Day immediately preceding
      the related Payment Date, beginning with the Payment Date in _________ 200_
      and
      ending with the Payment Date in __________ 200_.

     

    Subordinate
      Note:
      Any
      [Class MF-1], [Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class
      MF-6], [Class MF-7], [Class MF-8], [Class BF], [Class MV-1], [Class MV-2],
      [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7], [Class
      MV-8] or [Class BV] Note.

     

    Subordinate
      Priority:
      As
      defined in clause 6.02(d)(i).

     

    Subsequent
      Cut-off Date:
      As
      defined in the definition of Cut-off Date.

     

    Subsequent
      Deposit:
      With
      respect to any Subsequent Transfer Date, an amount equal to the aggregate of
      all
      amounts in respect of (i) principal of the related Subsequent Mortgage Loans
      due
      after the related Subsequent Cut-off Date and received by the Servicer on or
      before such Subsequent Transfer Date and not applied in computing the Cut-off
      Date Principal Balance thereof and (ii) interest on the such Subsequent Mortgage
      Loans due after such Subsequent Cut-off Date and received by the Servicer on
      or
      before the Subsequent Transfer Date.

     

    Subsequent
      Mortgage Loan:
      Any
      Mortgage Loan conveyed to the Trustee on a Subsequent Transfer Date, and listed
      on the related Loan Number and Borrower Identification Mortgage Loan Schedule
      delivered pursuant to Section 2.01(f). When used with respect to a single
      Subsequent Transfer Date, “Subsequent Mortgage Loan” shall mean a Subsequent
      Mortgage Loan conveyed to the Trust Administrator on such Subsequent Transfer
      Date.

     

    Subsequent
      Transfer Agreement:
      A
      Subsequent Transfer Agreement substantially in the form of Exhibit J hereto,
      executed and delivered by the Issuer, the Depositor, the Servicer and the Trust
      Administrator as provided in Section 2.01(d).

     

    [Subsequent
      Transfer Date:
      For any
      Subsequent Transfer Agreement, the “Subsequent Transfer Date” identified in such
      Subsequent Transfer Agreement; provided, however, the Subsequent Transfer Date
      for any Subsequent Transfer Agreement must be a Business Day and may not be
      a
      date earlier than the date on which the Subsequent Transfer Agreement is
      executed and delivered by the parties thereto pursuant to Section
      2.01(d).]

     

    [Subsequent
      Transfer Date Purchase Amount:
      With
      respect to any Subsequent Transfer Date, the “Subsequent Transfer Date Purchase
      Amount” identified in the related Subsequent Transfer Agreement which shall be
      an estimate of the aggregate Stated Principal Balances of the Subsequent
      Mortgage Loans identified in such Subsequent Transfer Agreement.]

     

    [Subsequent
      Transfer Date Transfer Amount:
      With
      respect to any Subsequent Transfer Date, an amount equal to the lesser of (i)
      the aggregate Stated Principal Balances as of the related Subsequent Cut-off
      Dates of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer
      Date, as listed on the related Loan Number and Borrower Identification Mortgage
      Loan Schedule delivered pursuant to Section 2.01(f) and (ii) the amount on
      deposit in the Pre-Funding Account.]

     

    Substitution
      Amount:
      The
      amount, if any, by which the Stated Principal Balance of a Deleted Mortgage
      Loan
      exceeds the Stated Principal Balance of the related Qualifying Substitute
      Mortgage Loan, or aggregate Stated Principal Balance, if applicable,
plus
      unpaid
      interest thereon, any related unpaid Advances or Servicing Advances (including
      any interest on such unpaid Advances or Servicing Advances), unpaid Servicing
      Fees and unpaid Servicing Fees and the amount of any costs and damages incurred
      by the Trust Fund associated with a violation of any applicable federal, state
      or local predatory or abusive lending law in connection with the origination
      of
      such Deleted Mortgage Loan.

     

    Target
      Amount:
      With
      respect to any Payment Date, an amount equal to the Aggregate Collateral Balance
      as of such Payment Date minus
      the
      Targeted Overcollateralization Amount for such Payment Date.

     

    Telerate
      Page 3750:
      The
      display currently so designated as “Page 3750” on the Moneyline Telerate Service
      (or such other page selected by the Servicer as may replace Page 3750 on that
      service for the purpose of displaying daily comparable rates on
      prices).

     

    Termination
      Price:
      The
      sum, as calculated by the Servicer, of (a) 100% of the aggregate outstanding
      principal balance of the Mortgage Loans, plus accrued interest thereon at the
      applicable Mortgage Rate, (b) any costs and damages incurred by the Trust
      associated with a violation of any applicable federal, state or local predatory
      or abusive lending law, (c) the fair market value of the REO Property and all
      other property being purchased, (d) any unreimbursed Servicing Advances, (e)
      any
      Basis Risk Shortfall and Unpaid Basis Risk Shortfall amounts and (f) all other
      amounts to be paid or reimbursed to the Servicer, the Trust Administrator,
      the
      Indenture Trustee and the Owner Trustee.

     

    Title
      Insurance Policy:
      A title
      insurance policy maintained with respect to a Mortgage Loan.

     

    Total
      Remittance Amount:
      With
      respect to any Payment Date, the sum of (i) the Interest Remittance Amount
      for
      all Pools for such Payment Date and (ii) Principal Remittance Amount for all
      Pools for such Payment Date.

     

    Total
      Principal Deficiency Amount:
      With
      respect to any Payment Date, the excess, if any, of the aggregate Class
      Principal Amount of the Notes after giving effect to payments on such Payment
      Date over the Aggregate Collateral Balance as of the last day of the related
      Collection Period.

     

    Trust
      or Trust Fund:
      The
      Issuer.

     

    Trust
      Account Property:
      The
      Trust Account, all amounts and investments held from time to time in the Trust
      Account (whether in the form of deposit accounts, physical property, book-entry
      securities, uncertificated securities, securities entitlements, investment
      property or otherwise) and all proceeds of the foregoing.

     

    Trust
      Account:
      The
      Collection Account.

     

    Trust
      Agreement:
      The
      trust agreement dated _______, 200_, between the Depositor and the Owner
      Trustee, as amended and restated on _______, 200_, among the Depositor, the
      Trust Administrator and the Owner Trustee, as such may be amended or
      supplemented from time to time.

     

    Trust
      Estate:
      The
      assets of the Issuer and pledged by the Issuer to the Indenture Trustee under
      the Indenture, which assets consist of all accounts, accounts receivable,
      contract rights, general intangibles, chattel paper, instruments, documents,
      money, deposit accounts, certificates of deposit, goods, notes, drafts, letters
      of credit, advices of credit, investment property, uncertificated securities
      and
      rights to payment of any and every kind consisting of, arising from or relating
      to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan
      Schedule, and principal due and payable after the Cut-off Date, but not
      including interest and principal due and payable on any Mortgage Loans on or
      before the Cut-off Date, together with the Mortgage Files relating to such
      Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds,
      REO Disposition Proceeds and other recoveries (in each case, subject to clause
      (a) above), (c) the Collection Account, any Escrow Account, the Interest Rate
      Cap Account and all amounts deposited therein pursuant to the applicable
      provisions of this Agreement, (d) any Insurance Policies, (e) the rights of
      the
      Depositor under the Mortgage Loan Purchase Agreement, (f) the rights of the
      Trust under each Interest Rate Cap Agreement and (g) all income, revenues,
      issues, products, revisions, substitutions, replacements, profits, rents and
      all
      cash and non-cash proceeds of the foregoing.

     

    UCC:
      The
      Uniform Commercial Code as enacted in the relevant jurisdiction.

     

    Unpaid
      Basis Risk Shortfall:
      With
      respect to any Payment Date and any Class of Notes, the aggregate of all Basis
      Risk Shortfalls with respect to such Class remaining unpaid from all previous
      Payment Dates, plus
      interest
      accrued thereon at the applicable Note Interest Rate (calculated without giving
      effect to the applicable Net Funds Cap).

     

    Unpaid
      Realized Loss Amount:
      For the
      [Class 2-AV-2] Notes and any Class of Subordinate Certificates and any Payment
      Date, (x) the portion of the aggregate Applied Realized Loss Amount previously
      allocated to that Class remaining unpaid from prior Payment Dates minus
      (y) any
      increase in the Note Principal Amount of that Class due to the allocation of
      Recoveries to the Note Principal Amount of that Class [P]ursuant to Section
      5.02.

     

    Voting
      Interests:
      The
      portion of the voting rights of all the Notes that is allocated to any Note
      for
      purposes of the voting provisions of this Agreement. At all times during the
      term of this Agreement, [99]% of all voting rights will be allocated among
      the
      holders of the Notes as provided below. The portion of such voting rights
      allocated to any Class of Notes will be based on the fraction, expressed as
      a
      percentage, the numerator of which is the Class Principal Amount of such Class
      as of the date of determination and the denominator of which is the aggregate
      Class Principal Amount of the Notes as of such date. At all times during the
      term of the Indenture and this Agreement, the holders of the Ownership
      Certificate will be allocated [1]% of the voting rights for so long as the
      Class
      remains outstanding. The voting rights allocation to any Class of Notes or
      the
      Ownership Certificate will be allocated among all holders of each such Class
      or
      Ownership Certificate in proportion to their respective Note Principal Amounts
      of such Notes or Percentage Interests of the Ownership Certificate.

     

    Section
      1.02.   Calculations
      With Respect to the Mortgage Loans.
      Calculations required to be made pursuant to this Agreement with respect to
      any
      Mortgage Loan in the Trust Estate shall be made based upon current information
      as to the terms of the Mortgage Loans and reports of payments received from
      the
      Mortgagor on such Mortgage Loans. Payments to be made by the Trust Administrator
      shall be based on information provided by the Servicer. The Trust Administrator
      shall not be required to recompute, verify or recalculate the information
      supplied to it by the Servicer.

     

    Section
      1.03.   Calculations
      With Respect to Accrued Interest.
      Accrued
      interest, if any, on any Note shall be calculated based upon a 360-day year
      and
      the actual number of days in each Accrual Period.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS

     

    Section
      2.01.   Creation
      and Declaration of Trust Estate; Conveyance of Mortgage Loans.

     

    (a)  Mortgage
      Loans.
      As of
      the Closing Date, in consideration of the Issuer’s delivery of the Notes and the
      Ownership Certificate to the Depositor or its designee, and concurrently with
      the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over, deposit with and otherwise convey to the Issuer,
      without recourse, subject to Section 3.01, in trust, all the right, title and
      interest of the Depositor in and to the Mortgage Loans. Such conveyance
      includes, without limitation, the right to all payments of principal and
      interest received on or with respect to the Mortgage Loans on and after the
      Cut-off Date (other than payments of principal and interest due on or before
      such date), and all such payments due after such date but received prior to
      such
      date and intended by the related Mortgagors to be applied after such date
      together with all of the Depositor’s right, title and interest in any REO
      Property and the proceeds thereof, the Depositor’s rights under any Insurance
      Policies related to the Mortgage Loans, the Depositor’s security interest in any
      collateral pledged to secure the Mortgage Loans, including the Mortgaged
      Properties and any proceeds of the foregoing, to have and to hold, in trust;
      and
      the Indenture Trustee declares that, subject to the review provided for in
      Section 2.02, it has received and shall hold the Trust Estate, as Indenture
      Trustee, in trust, for the benefit and use of the Noteholders and for the
      purposes and subject to the terms and conditions set forth in this Agreement,
      and, concurrently with such receipt, the Issuer has issued and delivered the
      Notes and the Ownership Certificate to or upon the order of the Depositor,
      in
      exchange for the Mortgage Loans and the other property of the Trust
      Estate.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Issuer all of its rights and interest under the Mortgage Loan
      Purchase Agreement but without delegation of any of its obligations thereunder.
      The Issuer hereby accepts such assignment, and shall be entitled to exercise
      all
      the rights of the Depositor under the Mortgage Loan Purchase Agreement as if,
      for such purpose, it were the Depositor. Upon the issuance of the Notes,
      ownership in the Trust Estate shall be vested in the Issuer, subject to the
      lien
      created by the Indenture in favor of the Indenture Trustee, for the benefit
      of
      the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit
      and
      conveyance does not and is not intended to result in creation or assumption
      by
      the Indenture Trustee of any obligation of the Depositor, the Seller, or any
      other Person in connection with the Mortgage Loans or any other agreement or
      instrument relating thereto except as specifically set forth
      herein.

     

    The
      Depositor further agrees to cause ________________________ to assign all of
      its
      right, title and interest in and to the interest rate corridor transaction
      evidenced by each Confirmation to the Issuer, and all such right, title and
      interest shall be deemed to have been assigned by ________________________
      to
      the Depositor and by the Depositor to the Issuer.

     

    (b)  Subject
      to the execution and delivery of the related Subsequent Transfer Agreement
      as
      provided by Section 2.01(d) and the terms and conditions of this Agreement,
      the
      Depositor sells, transfers, assigns, sets over and otherwise conveys to the
      Issuer, without recourse, on each Subsequent Transfer Date, all the right,
      title
      and interest of the Depositor in and to the related Subsequent Mortgage Loans,
      including all interest and principal received and receivable by the Depositor
      on
      or with respect to such Subsequent Mortgage Loans after the related Subsequent
      Cut-off Date (to the extent not applied in computing the Cut-off Date Principal
      Balance thereof) or deposited into the Collection Account by the Servicer on
      behalf of such Seller as part of any related Subsequent Deposit as provided
      in
      this Agreement, other than principal due on such Subsequent Mortgage Loans
      on or
      prior to the related Subsequent Cut-off Date and interest accruing prior to
      the
      related Subsequent Cut-off Date. 

     

    Immediately
      upon the conveyance of the Subsequent Mortgage Loans referred to in the
      preceding paragraph, the Depositor sells, transfers, assigns, sets over and
      otherwise conveys to the Trustee for benefit of the Noteholders and the [Class
      AF-5B] Insurer, without recourse, all right title and interest in the Subsequent
      Mortgage Loans.

     

    (c)  The
      Depositor has entered into this Agreement in consideration for the purchase
      of
      the Mortgage Loans by the Issuer and has agreed to take the actions specified
      herein.

     

    (d)  On
      any
      Business Day during the Funding Period designated by the [Depositor] to the
      Issuer, the Depositor and trust Administrator shall complete, execute and
      deliver a Subsequent Transfer Agreement. After the execution and delivery of
      such Subsequent Transfer Agreement, on the Subsequent Transfer Date, the Trust
      Administrator shall set aside in the Pre-Funding Account an amount equal to
      the
      related Subsequent Transfer Date Purchase Amount.

     

    (e)  The
      transfer of Subsequent Mortgage Loans on the Subsequent Transfer Date is subject
      to the satisfaction of each of the following conditions:

     

    (1)  the
      Trust
      Administrator will be provided Opinions of Counsel addressed to the Rating
      Agencies as with respect to the sale of the Subsequent Mortgage Loans conveyed
      on such Subsequent Transfer Date (such opinions being substantially similar
      to
      the opinions delivered on the Closing Date to the Rating Agencies with respect
      to the sale of the Initial Mortgage Loans on the Closing Date), to be delivered
      as provided in Section 2.01(f);

     

    (2)  the
      execution and delivery of such Subsequent Transfer Agreement or conveyance
      of
      the related Subsequent Mortgage Loans does not result in a reduction or
      withdrawal of the any ratings assigned to the Notes by the Ratings Agencies
      (without regard to the [Class AF-5B] Policy, in the case of the [Class AF-5B]
      Notes);

     

    (3)  the
      Depositor shall deliver to the Trust Administrator an Officer’s Certificate
      confirming the satisfaction of each of the conditions set forth in this Section
      2.01(e) required to be satisfied by such Subsequent Transfer Date;

     

    (4)  each
      Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies
      the
      representations and warranties applicable to it under this Agreement, provided,
      however, that with respect to a breach of a representation and warranty with
      respect to a Subsequent Mortgage Loan set forth in this clause (4), the
      obligation under this Agreement of the applicable Seller, to cure, repurchase
      or
      replace such Subsequent Mortgage Loan shall constitute the sole remedy against
      such Seller respecting such breach available to Noteholders, the Depositor
      or
      the Trust Administrator;

     

    (5)  the
      Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date were
      selected in a manner reasonably believed not to be adverse to the interests
      of
      the Noteholders;

     

    (6)  no
      Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was [30]
      or
      more days delinquent;

     

    (7)  following
      the conveyance of the Subsequent Mortgage Loans on such Subsequent Transfer
      Date, the characteristics of each Pool will not vary by more than the amount
      specified below (other than the percentage of Mortgage Loans secured by
      Mortgaged Properties located in the State of California, which will not exceed
      [50]% of the Mortgage Pool and the percentage of mortgage loans in the Credit
      Grade Categories of “C” or below, which will not exceed [10]% of the Mortgage
      Loans in each Pool) from the characteristics listed below; provided that for
      the
      purpose of making such calculations, the characteristics for any Initial
      Mortgage Loan made will be taken as of the Initial Cut-off Date and the
      characteristics for any Subsequent Mortgage Loans will be taken as of the
      Subsequent Cut-off Date; and

     

    
      	
              [Pool
                1]

            	 	 	 
	
              Characteristic

            	 	
              Value

            	
              Permitted
                Variance or Range

            
	
              Average
                Stated Principal Balance

            	
              $______

            	
              __%

            
	
              Weighted
                Average Mortgage Rate

            	
              _____%

            	
              ____%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              _____%

            	
              _%

            
	
              Weighted
                Average Remaining Term to Maturity

            	
              ___
                months

            	
              _
                months

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              ___
                points

            	
              _
                points

            
	 	 	 


    

    


     

    
      	
              [Pool
                2]

            	 	 	 
	
              Characteristic

            	 	
              Value

            	
              Permitted
                Variance or Range

            
	
              Average
                Stated Principal Balance

            	
              $______

            	
              ____%

            
	
              Weighted
                Average Mortgage Rate

            	
              _____%

            	
              ____%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              _____%

            	
              ____%

            
	
              Weighted
                Average Remaining Term to Maturity

            	
              ___
                months

            	
              _
                months

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              ___
                points

            	
              _
                points

            
	 	 	 


    

    


     

    
      	
              [Pool
                3]

            	 	 	 
	
              Characteristic

            	 	
              Value

            	
              Permitted
                Variance or Range

            
	
              Average
                Stated Principal Balance

            	
              $______

            	
              ____%

            
	
              Weighted
                Average Mortgage Rate

            	
              _____%

            	
              ____%

            
	
              Weighted
                Average Original Loan-to-Value Ratio

            	
              _____%

            	
              ____%

            
	
              Weighted
                Average Remaining Term to Maturity

            	
              ___
                months

            	
              _
                months

            
	
              Weighted
                Average Credit Bureau Risk Score

            	
              ___
                points

            	
              _
                points

            
	 	 	 


    

    (8)  
      none of
      the Sellers or the Depositor is insolvent and neither of the Sellers nor the
      Depositor will be rendered insolvent by the conveyance of Subsequent Mortgage
      Loans on such Subsequent Transfer Date.

     

    The
      Trustee shall not be required to investigate or otherwise verify compliance with
      these conditions, except for its own receipt of documents specified above,
      and
      shall be entitled to rely on the required Officer’s Certificate.

     

    (f)  Within
      [six] Business Days after each Subsequent Transfer Date, upon (1) delivery
      to
      the Trustee by the Depositor of the Opinions of Counsel referred to in Section
      2.01(e)(1) and (e)(8), (2) delivery to the Trustee by the [Depositor] (on behalf
      of each Seller) of a Loan Number and Borrower Identification Mortgage Loan
      Schedule reflecting the Subsequent Mortgage Loans conveyed on such Subsequent
      Transfer Date and the Mortgage Pool into which each Subsequent Mortgage Loan
      was
      conveyed, (3) deposit in the Collection Account by the Servicer on behalf of
      the
      Sellers of the applicable Subsequent Deposit, and (4) delivery to the Trust
      Administrator by the Depositor of an Officer’s Certificate confirming the
      satisfaction of each of the conditions precedent set forth in this Section
      2.01(f), the Trustee shall pay the Depositor the Subsequent Transfer Date
      Transfer Amount from such funds that were set aside in the Pre-Funding Account
      pursuant to Section 2.01(d). The positive difference, if any, between the
      Subsequent Transfer Date Transfer Amount and the Subsequent Transfer Date
      Purchase Amount shall be re-invested by the Trust Administrator in the
      Pre-Funding Account.

     

    The
      Trustee shall not be required to investigate or otherwise verify compliance
      with
      the conditions set forth in the preceding paragraph, except for its own receipt
      of documents specified above, and shall be entitled to rely on the required
      Officer’s Certificate.

     

    Within
      [thirty] days after each Subsequent Transfer Date, the Depositor shall deliver
      to the Trustee a letter of a nationally recognized firm of independent public
      accountants stating whether or not the Subsequent Mortgage Loans conveyed on
      such Subsequent Transfer Date conform to the characteristics described in
      Section 2.01(e)(6) and (7).

     

    (g)  In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with, or cause to be delivered to and deposited with, the
      Indenture Trustee the following documents or instruments with respect to each
      Mortgage Loan (each a “Mortgage File”) so transferred and assigned:

     

    (i)  the
      original Mortgage Note, endorsed either (A) in blank or (B) in the form of
      the
      Form of Endorsement set forth in Exhibit A-4 hereto, or with respect to any
      lost
      Mortgage Note, an original Lost Note Affidavit, in the form set forth in Exhibit
      C hereto, stating that the original Mortgage Note was lost, misplaced or
      destroyed, together with a copy of the related Mortgage Note;

     

    (ii)  the
      original of any guarantee executed in connection with the Mortgage Note,
      assigned to the Indenture Trustee;

     

    (iii)  the
      original Mortgage with evidence of recording thereon, and the original recorded
      power of attorney, if the Mortgage was executed pursuant to a power of attorney,
      with evidence of recording thereon or, if such Mortgage or power of attorney
      has
      been submitted for recording but has not been returned from the applicable
      public recording office, has been lost or is not otherwise available, a copy
      of
      such Mortgage or power of attorney, as the case may be, certified by an
      Officer’s Certificate of the Depositor to be a true and complete copy of the
      original submitted for recording;

     

    (iv)  with
      respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
      in
      form and substance acceptable for recording. The Mortgage shall be assigned
      either (A) in blank, without recourse, or (B) so long as
      ____________________________________ is the Indenture Trustee, to
“____________________________________, as Indenture Trustee of the ______
      Mortgage Investment Trust 200_-__”, without recourse or (C) to the order of the
      Indenture Trustee;

     

    (v)  an
      original copy of any intervening assignment of Mortgage showing a complete
      chain
      of assignments or, in the case of an intervening assignment that has been lost,
      a written Opinion of Counsel for the Seller that such original intervening
      assignment is not required to enforce the Indenture Trustee’s interest in the
      Mortgage Loans;

     

    (vi)  the
      original or a certified copy of lender’s title insurance policy (or, in lieu
      thereof, a commitment to issue such title insurance policy, with an original
      or
      a certified copy of such title insurance policy to follow as soon after the
      Closing Date as reasonably practicable) or attorney’s opinion of title and
      abstract of title;

     

    (vii)  the
      original or copies of each assumption, modification, written assurance or
      substitution agreement, if any, or as to any such agreement which cannot be
      delivered prior to the Closing Date because of a delay caused by the public
      recording office where such assumption, modification or substitution agreement
      has been delivered for recordation, a photocopy of such assumption, modification
      or substitution agreement, pending delivery of the original thereof, together
      with an Officer’s Certificate of the Depositor certifying that the copy of such
      assumption, modification or substitution agreement delivered to the Indenture
      Trustee is a true copy and that the original of such agreement has been
      forwarded to the public recording office; and

     

    (viii)  the
      original of any security agreement or equivalent instrument executed in
      connection with the Mortgage or as to any security agreement or equivalent
      instrument that cannot be delivered on or prior to the Closing Date because
      of a
      delay caused by the public recording office where such document has been
      delivered for recordation, a photocopy of such document, pending delivery of
      the
      original thereof, together with an Officer’s Certificate of the Depositor
      certifying that the copy of such security agreement, chattel mortgage or their
      equivalent delivered to the Indenture Trustee is a true copy and that the
      original of such document has been forwarded to the public recording
      office.

     

    The
      Depositor and the Seller acknowledge and agree that the form of endorsement
      attached hereto as Exhibit A-4 is intended to effect the transfer to the
      Indenture Trustee, for the benefit of the Noteholders, of the Mortgage Notes
      and
      the Mortgages.

     

    (h)  Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan shall be recorded;
      provided,
      however,
      that
      such Assignments need not be recorded if, on or prior to the Closing Date,
      the
      Seller delivers an Opinion of Counsel (which must be Independent counsel)
      acceptable to the Rating Agencies, to the effect that recording in such states
      is not required to protect the Indenture Trustee’s interest in the related
      Non-MERS Mortgage Loans.

     

    (i)  In
      instances where a Title Insurance Policy is required to be delivered to the
      Indenture Trustee under clause (b)(vi) above and is not so delivered, the Seller
      will provide a copy of such Title Insurance Policy to the Indenture Trustee
      as
      promptly as practicable after the execution and delivery hereof, but in any
      case
      within [180] days of the Closing Date.

     

    (j)  For
      Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
      and prior to the Closing Date, the Depositor, in lieu of delivering the above
      documents, herewith delivers to the Indenture Trustee an Officer’s Certificate
      which shall include a statement to the effect that all amounts received in
      connection with such prepayment that are required to be deposited in the
      Collection Account pursuant to Section 4.07 have been so deposited. All original
      documents that are not delivered to the Indenture Trustee shall be held by
      the
      Servicer in trust for the benefit of the Indenture Trustee and the
      Noteholders.

     

    Section
      2.02.   Acceptance
      of Trust Estate; Review of Documentation.

     

    (a)  Subject
      to the provisions of Section 2.01, the Issuer acknowledges receipt of the assets
      transferred by the Depositor of the assets included in the Trust Estate and
      has
      directed that the documents referred to in Section 2.01 and all other assets
      included in the definition of “Trust Estate” be delivered to the Indenture
      Trustee on its behalf.

     

    The
      Indenture Trustee, by execution and delivery hereof, acknowledges receipt by
      it
      of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage
      Loan Schedule, subject to review thereof by the Indenture Trustee under this
      Section 2.02. The Indenture Trustee will execute and deliver to the Depositor
      and the Servicer on the Closing Date an Initial Certification in the form
      annexed hereto as Exhibit A-1.

     

    (b)  Within
      [45] days after the Closing Date with respect to the Initial Mortgage Loans
      and
      within [90] days after the Subsequent Transfer Date with respect to the
      Subsequent Mortgage Loans, the Indenture Trustee will, for the benefit of
      Noteholders, review each Mortgage File to ascertain that all required documents
      set forth in Section 2.01 have been received and appear on their face to contain
      the requisite signatures by or on behalf of the respective parties thereto,
      and
      shall deliver to the Depositor and the Servicer an Interim Certification in
      the
      form annexed hereto as Exhibit A-2 to the effect that, as to each Mortgage
      Loan
      listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid
      in
      full or any specifically identified in such certification as not covered by
      such
      certification), (i) all of the applicable documents specified in Section 2.01(b)
      are in its possession and (ii) such documents have been reviewed by it and
      appear to relate to such Mortgage Loan. The Indenture Trustee shall determine
      whether such documents are executed and endorsed, but shall be under no duty
      or
      obligation to inspect, review or examine any such documents, instruments,
      certificates or other papers to determine that the same are valid, binding,
      legally effective, properly endorsed, genuine, enforceable or appropriate for
      the represented purpose or that they have actually been recorded or are in
      recordable form or that they are other than what they purport to be on their
      face. The Indenture Trustee shall not have any responsibility for verifying
      the
      genuineness or the legal effectiveness of or authority for any signatures of
      or
      on behalf of any party or endorser or for the perfection or priority of any
      document.

     

    (c)  If
      in the
      course of the review described in paragraph (b) above the Indenture Trustee
      discovers any document or documents constituting a part of a Mortgage File
      that
      is missing, does not appear regular on its face (i.e.,
      is
      mutilated, damaged, defaced, torn or otherwise physically altered) or appears
      to
      be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule,
      as
      applicable (each, a “Material Defect”), the Indenture Trustee discovering such
      Material Defect shall identify the Mortgage Loan to which such Material Defect
      relates in the Interim Certification delivered to the Depositor and the
      Servicer. Within [90] days of its receipt of such notice, the Seller shall
      be
      required to cure such Material Defect (and, in such event, the Seller shall
      provide the Indenture Trustee with an Officer’s Certificate confirming that such
      cure has been effected). If the Seller does not so cure such Material Defect,
      if
      a loss has been incurred with respect to such Mortgage Loan that would, if
      such
      Mortgage Loan were not purchased from the Trust Estate, constitute a Realized
      Loss, and such loss is attributable to the failure of the Seller to cure such
      Material Defect, the Seller shall repurchase the related Mortgage Loan from
      the
      Trust Estate at the Purchase Price. A loss shall be deemed to be attributable
      to
      the failure of the Seller to cure a Material Defect if, as determined by the
      Seller acting in good faith, absent such Material Defect, such loss would not
      have been incurred. The Seller may, in lieu of repurchasing a Mortgage Loan
      pursuant to this Section 2.02, substitute for such Mortgage Loan a Qualifying
      Substitute Mortgage Loan subject to the provisions of Section 3.03. The failure
      of the Indenture Trustee to deliver the Interim Certification within [45] days
      after the Closing Date or [90] days after the Subsequent transfer Date shall
      not
      affect or relieve the Seller of its obligation to repurchase any Mortgage Loan
      pursuant to this Section 2.02 or any other Section of this Agreement requiring
      the repurchase of Mortgage Loans from the Trust Estate.

     

    (d)  Within
      [180] days following the Closing Date with respect to the Initial Mortgage
      Loans
      and within [180] days following the Subsequent Transfer Date with respect to
      the
      Subsequent Mortgage Loans, the Indenture Trustee shall deliver to the Depositor
      and the Servicer a Final Certification substantially in the form attached as
      Exhibit A-3 evidencing the completeness of the Mortgage Files in its possession
      or control, with any exceptions noted thereto.

     

    (e)  Nothing
      in this Agreement shall be construed to constitute an assumption by the Trust
      Estate, the Indenture Trustee or the Noteholders of any unsatisfied duty, claim
      or other liability on any Mortgage Loan or to any Mortgagor.

     

    (f)  For
      purposes of the determinations required to be made by the Indenture Trustee
      pursuant to paragraphs (a) through (d) of this Section 2.02, the Indenture
      Trustee shall be entitled to conclusively rely upon the diskette, tape or other
      electronic media provided by or on behalf of the Seller with respect to the
      Mortgage Loans as to whether (i) any guarantee was executed in connection with
      any Mortgage Loan, (ii) any assumption, modification or substitution agreement
      was executed in connection with any Mortgage Loan, (iii) primary mortgage
      guaranty insurance is required with respect to any Mortgage Loan or (iv) any
      security agreement or equivalent instrument was executed in connection with
      any
      Mortgage Loan.

     

    Section
      2.03.   Grant
      Clause.

     

    (a)  It
      is
      intended that the conveyance by the Depositor to the Issuer of the Mortgage
      Loans, as provided for in Section 2.01, be construed as a sale by the Depositor
      to the Issuer of the Mortgage Loans and other assets in the Trust Estate for
      the
      benefit of the Noteholders. Further, it is not intended that any such conveyance
      be deemed to be a pledge of the Mortgage Loans by the Depositor to the Issuer
      to
      secure a debt or other obligation of the Depositor. However,
      in the
      event that the Mortgage Loans are held to be property of the Depositor or if
      for
      any reason this Agreement is held or deemed to create a security interest in
      the
      Mortgage Loans and other assets in the Trust Estate, then it is intended that
      (a) this Agreement shall also be deemed to be a security agreement within the
      meaning of Articles 8 and 9 of the New York UCC (or the Relevant UCC if not
      the
      New York UCC); (b) the conveyances provided for in Section 2.01 shall be deemed
      to be (1) a grant by the Depositor to the Issuer of a security interest in
      all
      of the Depositor’s right (including the power to convey title thereto), title
      and interest, whether now owned or hereafter acquired, in and to (A) the
      Mortgage Loans, including the Mortgage Notes, the Mortgages, any related
      insurance policies and all other documents in the related Mortgage Files, (B)
      all amounts payable pursuant to the Mortgage Loans in accordance with the terms
      thereof and (C) any and all general intangibles consisting of, arising from
      or
      relating to any of the foregoing, and all proceeds of the conversion, voluntary
      or involuntary, of the foregoing into cash, instruments, securities or other
      property, including without limitation all Liquidation Proceeds, all Insurance
      Proceeds, all amounts from time to time held or invested in the Collection
      Account, whether in the form of cash, instruments, securities or other property
      and (2) an assignment by the Depositor to the Issuer of any security interest
      in
      any and all of the Depositor’s right (including the power to convey title
      thereto), title and interest, whether now owned or hereafter acquired, in and
      to
      the property described in the foregoing clauses (1)(A) through (C); (c) the
      possession by the Indenture Trustee or any other agent of the Issuer of Mortgage
      Notes, and such other items of property as constitute instruments, money,
      negotiable documents or chattel paper shall be deemed to be “possession by the
      secured party,” or possession by a purchaser or a person designated by such
      secured party, for purposes of perfecting the security interest pursuant to
      the
      New York UCC and any other Relevant UCC (including, without limitation, Section
      9-313, 8-313 or 8-321 thereof); and (d) notifications to persons holding such
      property, and acknowledgments, receipts or confirmations from persons holding
      such property, shall be deemed notifications to, or acknowledgments, receipts
      or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Issuer for the purpose of perfecting such security interest under
      applicable law.

     

    (b)  The
      Depositor and, at the Depositor’s direction, the Issuer shall, to the extent
      consistent with this Agreement, take such reasonable actions as may be necessary
      to ensure that, if this Agreement were deemed to create a security interest
      in
      the Mortgage Loans and the other property of the Trust Estate, such security
      interest would be deemed to be a perfected security interest of first priority
      under applicable law and will be maintained as such throughout the term of
      this
      Agreement. Without limiting the generality of the foregoing, the Depositor
      shall
      prepare and file any UCC financing statements that are necessary to perfect
      the
      Indenture Trustee’s security interest in or lien on the Mortgage Loans, as
      evidenced by an Officer’s Certificate of the Depositor, and furnish a copy of
      each such filed financing statement to the Trust Administrator. The Trust
      Administrator shall prepare and file, at the expense of the Issuer, all filings
      necessary to maintain the effectiveness of any original filings necessary under
      the Relevant UCC to perfect the Indenture Trustee’s security interest in or lien
      on the Mortgage Loans, including without limitation (x) continuation statements,
      and (y) to the extent that a Responsible Officer of the Trust Administrator
      has
      received written notice of such change or transfer, such other statements as
      may
      be occasioned by (1) any change of name of the Seller, the Depositor or the
      Issuer, (2) any change of location of the place of business or the chief
      executive office of the Seller or the Depositor or (3) any transfer of any
      interest of the Seller or the Depositor in any Mortgage Loan.

     

    Neither
      the Depositor nor the Issuer shall organize under the law of any jurisdiction
      other than the State under which each is organized as of the Closing Date
      (whether changing its jurisdiction of organization or organizing under an
      additional jurisdiction) without giving [30] days’ prior written notice of such
      action to its immediate and mediate transferee, including the Indenture Trustee.
      Before effecting such change, each of the Depositor or the Issuer proposing
      to
      change its jurisdiction of organization shall prepare and file in the
      appropriate filing office any financing statements or other statements necessary
      to continue the perfection of the interests of its immediate and mediate
      transferees, including the Indenture Trustee, in the Mortgage Loans. In
      connection with the transactions contemplated by this Agreement and the
      Indenture, each of the Depositor and the Issuer authorizes its immediate or
      mediate transferee to file in any filing office any initial financing
      statements, any amendments to financing statements, any continuation statements,
      or any other statements or filings described in this Section
      2.03(b).

     

    (c)  The
      Depositor shall not take any action inconsistent with the sale by the Depositor
      of all of its right, title and interest in and to the Trust Estate and shall
      indicate or shall cause to be indicated in its records and records held on
      its
      behalf that ownership of each Mortgage Loan and the other property of the Issuer
      is held by the Issuer. In addition, the Depositor shall respond to any inquiries
      from third parties with respect to ownership of a Mortgage Loan or any other
      property of the Trust Estate by stating that it is not the owner of such
      Mortgage Loan and that ownership of such Mortgage Loan or other property of
      the
      Trust Estate is held by the Issuer on behalf of the Noteholders.

     

    Section
      2.04.   Option
      to Contribute Derivative Instrument.

     

    At
      any
      time on or after the Closing Date, the Seller shall have the right to contribute
      to, and deposit into, the Trust a derivative contract or comparable instrument
      (a “Derivative Instrument”). The Derivative Instrument may have a notional
      amount in excess of the sum of the beneficial interests in the Trust. Any such
      instrument shall constitute a fully prepaid agreement. The Trust Administrator
      shall have no tax reporting duties with respect to any such Derivative
      Instrument.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      3.01.   Representations
      and Warranties of the Depositor and the Seller.

     

    (a)  The
      Depositor hereby represents and warrants to the Issuer, the Indenture Trustee
      for the benefit of Noteholders, the Trust Administrator, the Servicer and the
      Seller as of the Closing Date or such other date as is specified,
      that:

     

    (i)  This
      Agreement constitutes a legal, valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      affecting the enforcement of creditors’ rights in general and except as such
      enforceability may be limited by general principles of equity (whether
      considered in a proceeding at law or in equity);

     

    (ii)  Immediately
      prior to the transfer by the Depositor to the Trust Estate of each Mortgage
      Loan, the Depositor had good and equitable title to each Mortgage Loan (insofar
      as such title was conveyed to it by the Seller) subject to no prior lien, claim,
      participation interest, mortgage, security interest, pledge, charge or other
      encumbrance or other interest of any nature;

     

    (iii)  As
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Initial Mortgage Loans to the Trust Estate;

     

    (iv)  As
      of the
      Subsequent Transfer Date, the Depositor has transferred all right, title and
      interest in the Subsequent Mortgage Loans to the Trust Estate

     

    (v)  The
      Depositor has not transferred the Mortgage Loans to the Trust Estate with any
      intent to hinder, delay or defraud any of its creditors;

     

    (vi)  The
      Depositor has been duly organized and is validly existing as a corporation
      in
      good standing under the laws of the State of Delaware, with full power and
      authority to own its assets and conduct its business as presently being
      conducted; and

     

    (b)  The
      Seller hereby represents and warrants to the Issuer, the Indenture Trustee
      for
      the benefit of Noteholders, the Trust Administrator, the Servicer and the
      Depositor as of the Closing Date or such other date as is specified,
      that:

     

    (i)  the
      Seller is a ______________, duly organized validly existing and in good standing
      under the laws of the _____________, and has the corporate power to own its
      assets and to transact the business in which it is currently engaged. The Seller
      is duly qualified to do business as a foreign corporation and is in good
      standing in each jurisdiction in which the character of the business transacted
      by it or any properties owned or leased by it requires such qualification and
      in
      which the failure so to qualify would have a material adverse effect on the
      business, properties, assets, or condition (financial or other) of the
      Seller;

     

    (ii)  the
      Seller has the corporate power and authority to make, execute, deliver and
      perform this Agreement and all of the transactions contemplated under the
      Agreement, and has taken all necessary corporate action to authorize the
      execution, delivery and performance of this Agreement. When executed and
      delivered, this Agreement will constitute the legal, valid and binding
      obligation of the Seller 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)  the
      Seller is not required to obtain the consent of any other party 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 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, prior
      to
      the Closing Date;

     

    (iv)  the
      execution, delivery and performance of this Agreement by the Seller will not
      violate any provision of any existing law or regulation or any order or decree
      of any court applicable to the Seller or any provision of the articles of
      incorporation or bylaws of the Seller, or constitute a material breach of any
      mortgage, indenture, contract or other agreement to which the Seller is a party
      or by which the Seller 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 the Seller
      threatened, against the Seller or any of its properties or with respect to
      this
      Agreement which in the opinion of the Seller has a reasonable likelihood of
      resulting in a material adverse effect on the transactions contemplated by
      this
      Agreement; and

     

    (vi)  [the
      Seller has been organized in conformity with the requirements for qualification
      as a REIT; the Seller has filed an election to be treated as a REIT for federal
      income tax purposes; and the Seller currently qualifies as, and it proposes
      to
      operate in a manner that will enable it to continue to qualify as, a
      REIT.]

     

    (c)  The
      Seller hereby represents and warrants to the Issuer, the Indenture Trustee
      for
      the benefit of Noteholders, the Trust Administrator, the Servicer and the
      Depositor as of the Closing Date with respect to the Initial Mortgage Loans
      and
      the Subsequent Transfer Date with respect to the Subsequent Transfer Date or
      such other date as is specified, with respect to the Mortgage Loans, the
      representations and warranties set forth in Schedule II of the Mortgage Loan
      Purchase Agreement.

     

    (d)  To
      the
      extent that any fact, condition or event with respect to a Mortgage Loan
      constitutes a breach of a representation or warranty of the Seller under
      subsection (c) above or the Mortgage Loan Purchase Agreement, the only right
      or
      remedy of the Indenture Trustee or any Certificateholder hereunder shall be
      their rights to enforce the obligations of the Seller under any applicable
      representation or warranty made by it. The Indenture Trustee on behalf of the
      Issuer acknowledges that the Depositor shall have no obligation or liability
      with respect to any breach of any representation or warranty with respect to
      the
      Mortgage Loans (except as set forth in Section 3.01(a)(ii)) under any
      circumstances.

     

    Section
      3.02.   Discovery
      of Breach.
      It is
      understood and agreed that the representations and warranties (i) of the
      Depositor set forth in Section 3.01(a), (ii) of the Seller set forth in Section
      3.01(b) and (c) and (iii) of the Servicer pursuant to Section 4.02 of this
      Agreement, shall each survive delivery of the Mortgage Files and the Assignment
      of Mortgage of each Mortgage Loan to the Indenture Trustee and shall continue
      throughout the term of this Agreement. With respect to the representations
      and
      warranties which are made to the best of the Seller’s knowledge, if it is
      discovered by the Depositor, the Seller, the Trust Administrator, the Indenture
      Trustee or the Servicer that the substance of such representation and warranty
      is inaccurate and such inaccuracy materially and adversely affects the value
      of
      the Mortgage Loans or the interests of the Noteholders or the Indenture Trustee
      therein, notwithstanding such Seller’s lack of knowledge with respect to the
      substance of such representation or warranty, remedies for breach will apply
      to
      such inaccuracy. Any breach of the representation and warranty set forth in
      clauses (g), (ss), (tt) and (vv) of Schedule II of the Mortgage Loan Purchase
      Agreement shall be deemed to materially and adversely affect the interest of
      the
      Trust in that Mortgage Loan, notwithstanding the Seller’s lack of knowledge with
      respect to the substance of such representation and warranty. Upon discovery
      by
      any of the Depositor, the Servicer, the Trust Administrator or the Indenture
      Trustee of a breach of any of such representations and warranties made by the
      Seller that adversely and materially affects the value of the related Mortgage
      Loan, the party discovering such breach shall give prompt written notice to
      the
      other parties. Within [60] days of the discovery by the Seller of a breach
      of
      any representation or warranty given to the Indenture Trustee by the Seller
      or
      the Seller’s receipt of written notice of such a breach, the Seller shall either
      (a) cure such breach in all material respects, (b) repurchase such Mortgage
      Loan
      or any property acquired in respect thereof from the Indenture Trustee at the
      Purchase Price or (c) substitute a Qualifying Substitute Mortgage Loan for
      the
      affected Mortgage Loan.

     

    Section
      3.03.   Repurchase,
      Purchase or Substitution of Mortgage Loans.

     

    (a)  With
      respect to any Mortgage Loan repurchased by the Seller pursuant to Section
      3.02(b) of this Agreement, the principal portion of the funds in respect of
      such
      repurchase of a Mortgage Loan will be considered a Principal Prepayment and
      the
      Purchase Price shall be deposited in the Collection Account. Upon receipt by
      the
      Trust Administrator of the full amount of the Purchase Price for a Deleted
      Mortgage Loan and notification thereof has been made to the Indenture Trustee
      the Indenture Trustee shall release or cause to be released and reassign to
      the
      Depositor or the Seller, as applicable, the related Mortgage File for the
      Deleted Mortgage Loan and shall execute and deliver such instruments of transfer
      or assignment, in each case without recourse, representation or warranty, as
      shall be necessary to vest in such party or its designee or assignee title
      to
      any Deleted Mortgage Loan released pursuant hereto, free and clear of all
      security interests, liens and other encumbrances created by this Agreement
      and
      the Indenture, which instruments shall be prepared by the Servicer and the
      Indenture Trustee shall have no further responsibility with respect to the
      Mortgage File relating to such Deleted Mortgage Loan.

     

    (b)  With
      respect to each Qualifying Substitute Mortgage Loan to be delivered to the
      Indenture Trustee (or its custodian) in exchange for a Deleted Mortgage Loan:
      (i) the Depositor or the Seller, as applicable, must deliver to the Indenture
      Trustee the Mortgage File for the Qualifying Substitute Mortgage Loan containing
      the documents set forth in Section 2.01(b) along with a written certification
      certifying as to the delivery of such Mortgage File and containing the granting
      language set forth in Section 2.01(a); and (ii) the Seller and the Depositor
      will be deemed to have made, with respect to such Qualifying Substitute Mortgage
      Loan, each of the representations and warranties made by it with respect to
      the
      related Deleted Mortgage Loan. As soon as practicable after the delivery of
      any
      Qualifying Substitute Mortgage Loan hereunder, the Indenture Trustee, at the
      expense of the Depositor and at the direction and with the cooperation of the
      Servicer shall (i) with respect to a Qualifying Substitute Mortgage Loan that
      is
      a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by
      the
      Servicer if required pursuant to Section 2.01(c), or (ii) with respect to a
      Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to
      be
      taken such actions as are necessary to cause the Indenture Trustee (on behalf
      of
      the Issuer) to be clearly identified as the owner of each such Mortgage Loan
      on
      the records of MERS if required pursuant to Section 2.01(c).

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IV

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE
      SERVICER AND THE TRUST ADMINISTRATOR

     

    Section
      4.01.   Servicer
      to Perform Servicing Responsibilities.

     

    (a)  Possession
      of Servicing Files.
      The
      Servicer shall maintain a Servicing File with respect to each Mortgage Loan
      in
      order to service such Mortgage Loans pursuant to this Agreement and each
      Servicing File delivered to the Servicer shall be held in trust by the Servicer
      for the benefit of the Issuer and the Indenture Trustee. The Servicer’s
      possession of any portion of the Mortgage Loan documents shall be at the will
      of
      the Indenture Trustee for the sole purpose of facilitating servicing of the
      related Mortgage Loan pursuant to this Agreement, and such retention and
      possession by the Servicer shall be in a custodial capacity only. The ownership
      of each Mortgage Note, Mortgage, and the contents of the Servicing File shall
      be
      vested in the Indenture Trustee and the ownership of all records and documents
      with respect to the related Mortgage Loan prepared by or which come into the
      possession of the Servicer shall immediately vest in the Indenture Trustee
      and
      shall be retained and maintained, in trust, by the Servicer at the will of
      the
      Indenture Trustee in such custodial capacity only. The Servicing File retained
      by the Servicer pursuant to this Agreement shall be identified in accordance
      with the Servicer’s file tracking system to reflect the ownership of the related
      Mortgage Loan by the Indenture Trustee. The Servicer shall release from its
      custody the contents of any Servicing File retained by it only in accordance
      with this Agreement.

     

    (b)  Books
      and Records.
      All
      rights arising out of the Mortgage Loans shall be vested in the Indenture
      Trustee, subject to the Servicer’s rights to service and administer the Mortgage
      Loans hereunder in accordance with the terms of this Agreement. All funds
      received on or in connection with a Mortgage Loan, other than the Servicing
      Fee
      and other compensation and reimbursement to which the Servicer is entitled
      as
      set forth herein, including but not limited to Section 4.07(d) and
      Section 4.23 shall be received and held by them in trust for the benefit of
      the Indenture Trustee pursuant to the terms of this Agreement.

     

    Section
      4.02.   Duties
      of the Servicer; Representations and Warranties.

     

    (a)  For
      and
      on behalf of the Issuer, the Indenture Trustee and the Noteholders, the Servicer
      shall service the Mortgage Loans from and after the Closing Date in accordance
      with the provisions of this Article IV. The Servicer hereby represents and
      warrants to the Depositor, the Issuer, the Indenture Trustee and the Trust
      Administrator, as of the Closing Date, that:

     

    (i)  it
      is
      validly existing and in good standing as a _____________________ and as Servicer
      has full power and authority to transact any and all business contemplated
      by
      this Agreement and to execute, deliver and comply with its obligations under
      the
      terms of this Agreement, the execution, delivery and performance of which have
      been duly authorized by all necessary corporate action on the part of the
      Servicer;

     

    (ii)  the
      execution and delivery of this Agreement by the Servicer and its performance
      and
      compliance with the terms of this Agreement will not (A) violate the Servicer’s
      charter or bylaws, (B) violate any law or regulation or any administrative
      decree or order to which it is subject or (C) constitute a default (or an event
      which, with notice or lapse of time, or both, would constitute a default) under,
      or result in the breach of, any material contract, agreement or other instrument
      to which the Servicer is a party or by which it is bound or to which any of
      its
      assets are subject, which violation, default or breach would materially and
      adversely affect the Servicer’s ability to perform its obligations under this
      Agreement;

     

    (iii)  this
      Agreement constitutes, assuming due authorization, execution and delivery hereof
      by the other respective parties hereto, a legal, valid and binding obligation
      of
      the Servicer, enforceable against it in accordance with the terms hereof, except
      as such enforcement may be limited by bankruptcy, insolvency, reorganization,
      moratorium and other laws affecting the enforcement of creditors’ rights in
      general, and by general equity principles (regardless of whether such
      enforcement is considered in a proceeding in equity or at law);

     

    (iv)  the
      Servicer is not in default with respect to any order or decree of any court
      or
      any order or regulation of any federal, state, municipal or governmental agency
      to the extent that any such default would materially and adversely affect its
      performance hereunder;

     

    (v)  the
      Servicer is not a party to or bound by any agreement or instrument or subject
      to
      any charter provision, bylaw or any other corporate restriction or any judgment,
      order, writ, injunction, decree, law or regulation that may materially and
      adversely affect its ability as Servicer to perform its obligations under this
      Agreement or that requires the consent of any third person to the execution
      of
      this Agreement or the performance by the Servicer of its obligations under
      this
      Agreement;

     

    (vi)  no
      litigation is pending or, to the best of the Servicer’s knowledge, threatened
      against the Servicer which would prohibit its entering into this Agreement
      or
      performing its obligations under this Agreement;

     

    (vii)  the
      Servicer, or an affiliate thereof the primary business of which is the servicing
      of conventional residential mortgage loans, is a Fannie Mae- or FHLMC-approved
      seller/servicer;

     

    (viii)  no
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of
      or compliance by the Servicer with this Agreement or the consummation of the
      transactions contemplated by this Agreement, except for such consents,
      approvals, authorizations and orders (if any) as have been
      obtained;

     

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

     

    (x)  the
      Servicer has obtained an Errors and Omissions Insurance Policy and a Fidelity
      Bond in accordance with Section 4.03 each of which is in full force and effect,
      and each of which provides at least such coverage as is required hereunder;
      and

     

    (xi)  the
      information about the Servicer under the heading “The Servicer” in the
      Prospectus Supplement does not include an untrue statement of a material fact
      and does not omit to state a material fact, with respect to the statements
      made,
      necessary in order to make the statements in light of the circumstances under
      which they were made not misleading.

     

    (b)  It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 4.02 shall survive the execution and delivery of this Agreement.
      The Servicer shall indemnify the Depositor, the Issuer, the Indenture Trustee,
      the Owner Trustee and the Trust Administrator and hold them harmless against
      any
      loss, damages, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and other costs and expenses resulting from any claim, demand,
      defense or assertion based on or grounded upon, or resulting from, a breach
      of
      the Servicer’s representations and warranties contained in this Section 4.02. It
      is understood and agreed that the enforcement of the obligation of the Servicer
      set forth in this Section to indemnify the foregoing parties as provided in
      this
      Section constitutes the sole remedy (other than as set forth in Section 7.01)
      of
      such parties respecting a breach of the foregoing representations and
      warranties. Such indemnification shall survive any termination of the Servicer
      as Servicer hereunder, and any termination of this Agreement.

     

    Any
      cause
      of action against the Servicer relating to or arising out of the breach of
      any
      representations and warranties made in this Section shall accrue upon discovery
      of such breach by the Depositor, the Issuer, the Indenture Trustee or the Trust
      Administrator or notice thereof by any one of such parties to the other parties.
      Notwithstanding anything in this Agreement to the contrary, the Servicer shall
      not be liable for special, indirect or consequential losses or damages of any
      kind whatsoever (including, but not limited to, lost profits).

     

    Section
      4.03.   Servicer
      Fidelity Bond and Servicer Errors and Omissions Insurance Policy.

     

    (a)  The
      Servicer, at its expense, shall maintain in effect a Fidelity Bond and a Errors
      and Omissions Insurance Policy, affording coverage with respect to all
      directors, officers, employees and other Persons acting on the Servicer’s
      behalf, and covering errors and omissions in the performance of the Servicer’s
      obligations hereunder. The Servicer’s Errors and Omissions Insurance Policy and
      the Servicer Fidelity Bond shall be in such form and amount that would be
      consistent with coverage customarily maintained by servicers of mortgage loans
      similar to the Mortgage Loans and shall by its terms not be cancelable without
      [thirty] days’ prior written notice to the Indenture Trustee. The Servicer shall
      provide the Depositor and the Indenture Trustee, upon request, with a copy
      of
      such policy and fidelity bond. The Servicer shall (i) require the Servicer
      to maintain an Errors and Omissions Insurance Policy and a Fidelity Bond in
      accordance with the provisions of this Section 4.03 of this Agreement, (ii)
      cause the Servicer to provide to the Servicer certificates evidencing that
      such
      policy and bond is in effect and to furnish to the Servicer any notice of
      cancellation, non-renewal or modification of the policy or bond received by
      it,
      as and to the extent provided in this Section 4.03 of the Agreement, and (iii)
      furnish copies of such policies and of the certificates and notices referred
      to
      in clause (ii) to the Indenture Trustee upon request.

     

    (b)  The
      Servicer shall promptly report to the Indenture Trustee and the Trust
      Administrator any material changes that may occur in the Servicer’s Fidelity
      Bond or the Servicer’s Errors and Omissions Insurance Policy and shall furnish
      either such party, on request, with certificates evidencing that such bond
      and
      insurance policy are in full force and effect. The Servicer shall promptly
      report to the Indenture Trustee and the Trust Administrator all cases of
      embezzlement or fraud, if such events involve funds relating to the Mortgage
      Loans. The total losses, regardless of whether claims are filed with the
      applicable insurer or surety, shall be disclosed in such reports together with
      the amount of such losses covered by insurance. If a bond or insurance claim
      report is filed with any of such bonding companies or insurers, the Servicer
      shall promptly furnish a copy of such report to the Indenture Trustee and the
      Trust Administrator. Any amounts relating to the Mortgage Loans collected by
      the
      Servicer under any such bond or policy shall be promptly remitted by the
      Servicer to the Trust Administrator for deposit into the Collection
      Account.

     

    Section
      4.04.   Servicer’s
      Financial Statements and Related Information.
      For
      each year this Agreement is in effect, the Servicer shall deliver to the Trust
      Administrator, the Indenture Trustee, each Rating Agency and the Depositor
      a
      copy of its annual unaudited financial statements on or prior to May 31 of
      each
      year, beginning May 31, 200_. Such financial statements shall include a balance
      sheet, income statement, statement of retained earnings, statement of additional
      paid in capital, statement of changes in financial position and all related
      notes and schedules and shall be in comparative form, certified by a nationally
      recognized firm of Independent Accountants to the effect that such statements
      were examined and prepared in accordance with generally accepted accounting
      principles applied on a basis consistent with that of the preceding
      year.

     

    Section
      4.05.   Power
      to Act; Procedures.

     

    (a)  Servicer
      to Service.
      The
      Servicer, acting directly or through one or more sub-servicers as provided
      in
      this Section 4.05 shall service and administer the Mortgage Loans from and
      after
      the Closing Date and shall have full power and authority, acting alone, to
      do
      any and all things in connection with such servicing and administration which
      the Servicer may deem necessary or desirable, consistent with the terms of
      this
      Agreement and with the Servicing Standard.

     

    (b)  The
      Servicer shall not take any action that is inconsistent with or prejudices
      the
      interests of the Issuer, the Indenture Trustee or the Noteholders in any
      Mortgage Loan or the rights and interests of the Depositor, the Issuer, the
      Indenture Trustee and the Noteholders under this Agreement and the Indenture.
      The Servicer shall represent and protect the interests of the Issuer, the
      Indenture Trustee and the Noteholders in the same manner as it protects its
      own
      interests in mortgage loans in its own portfolio in any claim, proceeding or
      litigation regarding a Mortgage Loan. Without limiting the generality of the
      foregoing, the Servicer in its own name is hereby authorized and empowered
      by
      the Indenture Trustee when the Servicer believes it appropriate in its best
      judgment and in accordance with the Servicing Standard, to execute and deliver,
      on behalf of itself and the Noteholders, the Trust Administrator, the Indenture
      Trustee or any of them, any and all instruments of satisfaction or cancellation,
      or of partial or full release or discharge and all other comparable instruments,
      with respect to the Mortgage Loans and with respect to the Mortgaged Properties.
      The Indenture Trustee shall furnish the Servicer, upon request, with any powers
      of attorney (on the standard form used by the Indenture Trustee) empowering
      the
      Servicer to execute and deliver instruments of satisfaction or cancellation,
      or
      of partial or full release or discharge, and to foreclose upon or otherwise
      liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
      action relating to the Mortgage Loans or the Mortgaged Property, in accordance
      with this Agreement, and the Indenture Trustee shall execute and deliver such
      other documents as the Servicer may request, necessary or appropriate to enable
      the Servicer to service the Mortgage Loans and carry out its duties hereunder,
      and to allow the Servicer to service the Mortgage Loans in each case in
      accordance with the Servicing Standard (and the Indenture Trustee or the Trust
      Administrator shall have no liability for misuse of any such powers of attorney
      by the Servicer). If the Servicer or the Indenture Trustee has been advised
      that
      it is likely that the laws of the state in which action is to be taken prohibit
      such action if taken in the name of the Indenture Trustee or that the Indenture
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, then upon request of the
      Indenture Trustee, the Servicer shall join with the Indenture Trustee in the
      appointment of a co-trustee pursuant to Section 6.10 of the Indenture. In no
      event shall the Servicer, without the Indenture Trustee’s written consent: (i)
      initiate any action, suit or proceeding solely under the Indenture Trustee’s
      name without indicating the Servicer’s representative capacity or (ii) take any
      action with the intent to cause, and which actually does cause, the Indenture
      Trustee to be registered to do business in any state. The Servicer shall
      indemnify the Indenture Trustee for any and all costs, liabilities and expenses
      incurred by the Indenture Trustee in connection with the negligent or willful
      misuse of such powers of attorney by the Servicer. In the performance of its
      duties hereunder, the Servicer shall be an independent contractor and shall
      not,
      except in those instances where it is taking action in the name of the Indenture
      Trustee, be deemed to be the agent of the Indenture Trustee.

     

    (c)  In
      servicing and administering the Mortgage Loans, the Servicer shall employ
      procedures and exercise the same care that it customarily employs and exercises
      in servicing and administering loans for its own account, giving due
      consideration to the Servicing Standard where such practices do not conflict
      with this Agreement. Consistent with the foregoing, the Servicer may in its
      discretion (i) waive any late payment charge and (ii) extend the due dates
      for
      payments due on a Mortgage Note for a period not greater than [120] days;
provided, however,
      that the
      maturity of any Mortgage Loan shall not be extended past the date on which
      the
      final payment is due on the latest maturing Mortgage Loan as of the Cut-off
      Date. In the event of any extension described in clause (ii) above, the Servicer
      shall make Advances on the related Mortgage Loan in accordance with the
      provisions of Section 5.05 on the basis of the amortization schedule of
      such Mortgage Loan without modification thereof by reason of such extension.
      Such waiver, modification, postponement or indulgence may be made if in the
      Servicer’s reasonable and prudent determination such waiver, modification,
      postponement or indulgence is not materially adverse to the interests of the
      Issuer, the Indenture Trustee and the Noteholders. In the event of any such
      modification which permits the deferral of interest or principal payments on
      any
      Mortgage Loan, the Servicer shall, on the Business Day immediately preceding
      the
      Servicer Remittance Date in any month in which any such principal or interest
      payment has been deferred, make an Advance in accordance with Section 5.05
      in an amount equal to the difference between (a) such month’s principal and one
      month’s interest at the Mortgage Loan Remittance Rate on the unpaid principal
      balance of such Mortgage Loan and (b) the amount paid by the Mortgagor. The
      Servicer shall be entitled to reimbursement for such advances to the same extent
      as for all other Advances made pursuant to Section 4.35. Without limiting the
      generality of the foregoing, the Servicer shall continue, and is hereby
      authorized and empowered, to execute and deliver on behalf of itself, the Issuer
      and the Indenture Trustee, all instruments of satisfaction or cancellation,
      or
      of partial or full release, discharge and all other comparable instruments,
      with
      respect to the Mortgage Loans and with respect to the Mortgaged Properties.
      The
      Indenture Trustee shall execute and deliver to the Servicer powers of attorney
      (on the standard form used by the Indenture Trustee) and other documents,
      furnished to it by the Servicer and reasonably satisfactory to the Indenture
      Trustee, necessary or appropriate to enable the Servicer to carry out its
      servicing and administrative duties under this Agreement; provided
      that the
      Indenture Trustee shall not be liable for the actions of the Servicer under
      any
      such powers of attorney.

     

    In
      servicing and administering the Mortgage Loans, the Servicer shall adhere to
      the
      Servicing Standard. Notwithstanding the appointment of any sub-servicer pursuant
      to Section 4.05, the Servicer shall remain liable for the performance of all
      of
      the servicing obligations and responsibilities under this
      Agreement.

     

    (d)  Servicer
      Discretion.
      In
      managing the liquidation of defaulted Mortgage Loans, the Servicer will have
      sole discretion, subject to the terms of this Agreement, to sell defaulted
      Mortgage Loans; provided,
      however,
      that
      the Servicer shall not take any action that is inconsistent with or prejudices
      the interests of the Noteholders in any Mortgage Loan or the rights and
      interests of the Depositor, the Indenture Trustee and the Noteholders under
      this
      Agreement.

     

    (e)  Collection
      and Liquidation of Mortgage Loans.
      Continuously from the Closing Date, until the date each Mortgage Loan ceases
      to
      be subject to this Agreement, the Servicer shall proceed diligently to collect
      all payments due under each of the Mortgage Loans when the same shall become
      due
      and payable and shall take special care in ascertaining and estimating Escrow
      Payments and all other charges that will become due and payable with respect
      to
      the Mortgage Loans and each related Mortgaged Property, to the end that the
      installments payable by the Mortgagors will be sufficient to pay such charges
      as
      and when they become due and payable.

     

    The
      Servicer shall use its best efforts, consistent with the Servicing Standard
      to
      foreclose upon or otherwise comparably convert the ownership of such Mortgaged
      Properties as come into and continue in default and as to which no satisfactory
      arrangements can be made for collection of delinquent payments pursuant to
      Section 4.05(a). The Servicer shall use its best efforts to realize upon
      defaulted Mortgage Loans in such a manner as will maximize the receipt of
      principal and interest by the Trust, taking into account, among other things,
      the timing of foreclosure proceedings. The foregoing is subject to the
      provisions that, in any case in which Mortgaged Property shall have suffered
      damage, the Servicer shall not be required to expend its own funds toward the
      restoration of such property unless it shall determine in its discretion (i)
      that such restoration will increase the proceeds of liquidation of the related
      Mortgage Loan to the Issuer after reimbursement to itself for such expenses,
      and
      (ii) that such expenses will be recoverable by the Servicer through Insurance
      Proceeds or Liquidation Proceeds from the related Mortgaged Property. In the
      event that any payment due under any Mortgage Loan and not otherwise postponed,
      deferred or waived pursuant to Section 4.09 is not paid when the same
      becomes due and payable, or in the event the Mortgagor fails to perform any
      other covenant or obligation under the Mortgage Loan and such failure continues
      beyond any applicable grace period, the Servicer shall take such action as
      (1)
      shall be consistent with the Servicing Standard and (2) the Servicer shall
      determine prudently to be in the best interest of the Issuer, the Indenture
      Trustee and the Noteholders. In the event that any payment due under any
      Mortgage Loan is not otherwise postponed, deferred or waived pursuant to
      Section 4.05(a) and remains delinquent for a period of [105] days or any
      other default continues for a period of [105] days beyond the expiration of
      any
      grace or cure period, the Servicer shall commence foreclosure proceedings.
      The
      Servicer shall be responsible for all costs and expenses incurred by it in
      any
      such proceedings; provided,
      however,
      that it
      shall be entitled to reimbursement thereof from the related Mortgaged Property,
      as contemplated in Sections 4.08(i) and 4.09(j) or as otherwise provided in
      Section 4.08(iii).

     

    Notwithstanding
      the generality of the preceding paragraph, the Servicer shall take such actions
      generally in accordance with the Servicer’s established default timeline and in
      accordance with the Servicing Standard with respect to each Mortgage Loan and
      Mortgagor for which there is a delinquency until such time as the related
      Mortgagor is current with all payments due under the Mortgage Loan.

     

    Section
      4.06.   [Reserved]

     

    Section
      4.07.   Establishment
      of and Deposits to Collection Account.

     

    (a)  On
      the
      Closing Date, the Trust Administrator shall open and shall thereafter maintain
      a
      segregated account held in trust in the name of the Securities Intermediary
      (the
“Collection Account”), entitled “Collection Account,
      _________________________________, as Indenture Trustee, in trust for Holders
      of
      the
      [                                ]
      200__-[   ], Mortgage Backed Notes, Series 200_-__.” The
      Collection Account shall relate solely to the Notes issued by the Issuer, and
      funds deposited in the Collection Account shall not be commingled with any
      other
      monies.

     

    (b)  The
      Collection Account shall be an Eligible Account. If an existing Collection
      Account ceases to be an Eligible Account, the Trust Administrator shall
      establish a new Collection Account that is an Eligible Account within [10]
      days
      and transfer all funds and investment property on deposit in such existing
      Collection Account into such new Collection Account.

     

    (c)  The
      Trust
      Administrator shall give to the Servicer and the Indenture Trustee prior written
      notice of the name and address of the depository institution at which the
      Collection Account is maintained and the account number of such Collection
      Account. The Trust Administrator shall take such actions as are necessary to
      cause the depository institution holding the Collection Account to hold such
      account in the name of the Indenture Trustee. On each Payment Date, the entire
      amount on deposit in the Collection Account relating to the Mortgage Loans
      (subject to permitted withdrawals set forth in Section 4.08), other than
      amounts not included in Interest Remittance Amount or Principal Remittance
      Amount to be paid to Noteholders for such Payment Date, shall be applied to
      make
      the requested payment of principal and/or interest on each class of
      Notes.

     

    The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      the Mortgage Loans separate and apart from any of its own funds and shall
      deposit in the Collection Account on a daily basis, but not more than [two]
      Business Days after receipt by the Servicer and retain therein, the following
      collections received by the Servicer and payments made by the Servicer after
      the
      related Cut-off Date (other than scheduled payments of principal and interest
      due on or before the related Cut-off Date), as applicable:

     

    (1)  all
      payments on account of principal on the Mortgage Loans, including all Principal
      Prepayments and all Prepayment Premiums;

     

    (2)  all
      payments on account of interest on the Mortgage Loans adjusted to the Mortgage
      Loan Remittance Rate;

     

    (3)  all
      Liquidation Proceeds (net of Liquidation Expenses);

     

    (4)  all
      Insurance Proceeds including amounts required to be deposited pursuant to
      Section 4.09(f) (other than proceeds to be held in the Escrow Account and
      applied to the restoration and repair of the Mortgaged Property or released
      to
      the Mortgagor in accordance with Section 4.09(f));

     

    (5)  all
      Condemnation Proceeds that are not applied to the restoration or repair of
      the
      Mortgaged Property or released to the Mortgagor in accordance with Section
      4.09(i);

     

    (6)  with
      respect to each Principal Prepayment in full or in part, the Prepayment Interest
      Shortfall Amount, if any, for the month of payment. Such deposit shall be made
      from the Servicer’s own funds, without reimbursement therefor, up to a maximum
      amount per month in the aggregate of the Servicing Fee, actually received for
      such month for the Mortgage Loans;

     

    (7)  all
      Advances made by the Servicer pursuant to Section 5.05;

     

    (8)  any
      amounts received from the Seller, the Depositor or any other person giving
      representations and warranties with respect to the Mortgage Loans, in connection
      with the repurchase of any Mortgage Loan;

     

    (9)  any
      amounts required to be deposited by the Servicer pursuant to Section 4.09(f)
      in
      connection with the deductible clause in any blanket hazard insurance
      policy;

     

    (10)  any
      amounts received with respect to or related to any REO Property or REO
      Disposition Proceeds pursuant to Section 4.09(j); and

     

    (11)  any
      other
      amounts required to be deposited in the Collection Account pursuant to this
      Agreement.

     

    The
      foregoing requirements for deposit into the Collection Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of the Servicing Fee, Prepayment
      Interest Excess Amounts and Ancillary Income need not be deposited by the
      Servicer into the Collection Account.

     

    The
      Servicer agrees that it shall not create, incur or subject any Mortgage Loans,
      or any funds that are deposited in any Collection Account or Escrow Account,
      or
      any funds that otherwise are or may become due or payable to or for the benefit
      of the Indenture Trustee, to any claim, lien, security interest, judgment,
      levy,
      writ of attachment or other encumbrance, nor assert by legal action or otherwise
      any claim or right of setoff against any Mortgage Loan or any funds collected
      on, or in connection with, a Mortgage Loan.

     

    (d)  Funds
      in
      the Collection Account may be invested by the Trust Administrator in Eligible
      Investments selected by and at the written direction of the Trust Administrator,
      which shall mature not later than [one] Business Day prior to the next Payment
      Date (or on the Payment Date with respect to any Eligible Investment of the
      Trust Administrator or any other fund managed or advised by it or any Affiliate)
      and any such Eligible Investment shall not be sold or disposed of prior to
      its
      maturity. All such Eligible Investments shall be made in the name of the
      Servicer in trust for the benefit of the Indenture Trustee and the Noteholders.
      All income and gain realized from any Eligible Investment shall be for the
      benefit of the Servicer and shall be subject to its withdrawal or order from
      time to time, subject to Section 4.08 and shall not be part of the Trust Estate.
      The amount of any losses incurred in respect of any such investments shall
      be
      deposited in such Collection Account by the Servicer out of its own funds,
      without any right of reimbursement therefor, immediately as realized. The
      foregoing requirements for deposit in the Collection Account are exclusive,
      it
      being understood and agreed that, without limiting the generality of the
      foregoing, payments of interest on funds in the Collection Account and payments
      in the nature of late payment charges, assumption fees and other incidental
      fees
      and charges relating to the Mortgage Loans need not be deposited by the Servicer
      in the Collection Account and may be retained by the Servicer as additional
      servicing compensation. If the Servicer deposits in the Collection Account
      any
      amount not required to be deposited therein, it may at any time withdraw such
      amount from such Collection Account.

     

    Section
      4.08.   Application
      of Funds in the Collection Account.
      The
      Trust Administrator may, from time to time, make, or cause to be made,
      withdrawals from the Collection Account for the following purposes:

     

    (i)  to
      reimburse the Servicer for any previously unreimbursed Advances or Servicing
      Advances, such right to reimbursement pursuant to this subclause (i) being
      limited to amounts received on or in respect of a particular Mortgage Loan
      (including, for this purpose, Liquidation Proceeds, Condemnation Proceeds,
      REO
      Disposition Proceeds and amounts representing Insurance Proceeds with respect
      to
      the property subject to the related Mortgage) which represent late recoveries
      (net of the applicable Servicing Fee) of payments of principal or interest
      respecting which any such Advance was made, it being understood, in the case
      of
      any such reimbursement, that the Servicer’s right thereto shall be prior to the
      rights of the Noteholders;

     

    (ii)  to
      reimburse the Servicer following a final liquidation of a Mortgage Loan for
      any
      previously unreimbursed Advances made by any such party (A) that such party
      determines in good faith will not be recoverable from amounts representing
      late
      recoveries of payments of principal or interest respecting the particular
      Mortgage Loan as to which such Advance was made or from Liquidation Proceeds,
      Condemnation Proceeds, REO Disposition Proceeds or Insurance Proceeds with
      respect to such Mortgage Loan and/or (B) to the extent that such unreimbursed
      Advances exceed the related Liquidation Proceeds or Insurance Proceeds, it
      being
      understood, in the case of each such reimbursement, that the Servicer’s right
      thereto shall be prior to the rights of the Noteholders;

     

    (iii)  to
      reimburse the Servicer from Liquidation Proceeds for Liquidation Expenses and
      for amounts expended by it pursuant to Section 4.09(i) in good faith in
      connection with the restoration of damaged property and, to the extent that
      Liquidation Proceeds after such reimbursement exceed the unpaid principal
      balance of the related Mortgage Loan, together with accrued and unpaid interest
      thereon at the applicable Mortgage Rate less the applicable Servicing Fee Rate
      for such Mortgage Loan to the Due Date next succeeding the date of its receipt
      of such Liquidation Proceeds, to pay to the Servicer out of such excess the
      amount of any unpaid assumption fees, late payment charges or other Mortgagor
      charges on the related Mortgage Loan and to retain any excess remaining
      thereafter as additional servicing compensation, it being understood, in the
      case of any such reimbursement or payment, that such Servicer’s right thereto
      shall be prior to the rights of the Noteholders;

     

    (iv)  to
      pay to
      the Depositor or the Seller or any other Person, as applicable, with respect
      to
      each Mortgage Loan or REO Property acquired in respect thereof that has been
      purchased pursuant to this Agreement, all amounts received thereon and not
      paid
      on the date on which the related repurchase was effected, and to pay to the
      applicable party any Advances and Servicing Advances to the extent specified
      in
      the definition of Purchase Price;

     

    (v)  to
      the
      extent not paid by the Servicer, to pay any Insurance Premium with respect
      to a
      Mortgage Loan;

     

    (vi)  to
      pay to
      the Servicer income earned on the investment of funds on deposit in the
      Collection Account;

     

    (vii)  on
      each
      Payment Date, to make payment to the Noteholders in the amounts and in the
      manner provided for in Section 5.02 for the related Payment Date (to the extent
      collected by the Servicer);

     

    (viii)  on
      each
      Payment Date, to make payment to the Ownership Certificate, all Prepayment
      Premiums received during the immediately preceding Prepayment
      Period;

     

    (ix)  to
      make
      payment to itself, the Servicer, the Indenture Trustee, the Owner Trustee and
      others pursuant to any provision of this Agreement, the Trust Agreement or
      the
      Indenture;

     

    (x)  to
      withdraw funds deposited in error in the Collection Account;

     

    (xi)  to
      clear
      and terminate the Collection Account pursuant to Article VIII; and

     

    (xii)  to
      reimburse a successor servicer (solely in its capacity as successor servicer),
      for any fee or advance occasioned by a termination of the Servicer, and the
      assumption of such duties by the Indenture Trustee as successor servicer or
      a
      successor servicer appointed by the Indenture Trustee pursuant to Section 7.01,
      in each case to the extent not reimbursed by the terminated Servicer, it being
      understood, in the case of any such reimbursement or payment, that the right
      of
      the Servicer or the Indenture Trustee thereto shall be prior to the rights
      of
      the Noteholders.

     

    In
      connection with withdrawals pursuant to subclauses (i) and (iv) above, the
      Servicer’s or such other Person’s entitlement thereto is limited to collections
      or other recoveries on the related Mortgage Loan. The Trust Administrator shall
      therefore keep and maintain a separate accounting for each Mortgage Loan for
      the
      purpose of justifying any withdrawal from the Collection Account it maintains
      pursuant to such subclauses.

     

    Section
      4.09.   Servicing
      of the Mortgage Loans.

     

    (a)  Establishment
      of and Deposits to Escrow Account.
      The
      Servicer shall segregate and hold all funds collected and received pursuant
      to a
      Mortgage Loan constituting Escrow Payments separate and apart from any of its
      own funds and general assets and shall establish and maintain one or more Escrow
      Accounts, in the form of time deposit or demand accounts, titled
“_________________________ in trust for ____________________________________,
      as
      Indenture Trustee, for
      [                                ]
      200__-[   ].” The Escrow Accounts shall be established with an
      Eligible Institution. Nothing herein shall require the Servicer to compel a
      Mortgagor to establish an Escrow Account in violation of applicable law. Funds
      deposited in the Escrow Account may be drawn on by the Servicer in accordance
      with Section 4.09(b). The creation of any Escrow Account shall be evidenced
      by a letter agreement in the form of Exhibit D hereto. A copy of such
      certification or letter agreement shall be furnished to the
      Servicer.

     

    The
      Servicer shall deposit in the Escrow Account or Accounts on a daily basis,
      and
      retain therein:

     

    (i)  all
      Escrow Payments collected on account of the Mortgage Loans, for the purpose
      of
      effecting timely payment of any such items as required under the terms of this
      Agreement; and

     

    (ii)  all
      amounts representing Insurance Proceeds or Condemnation Proceeds which are
      to be
      applied to the restoration or repair of any Mortgaged Property.

     

    The
      Servicer shall make withdrawals from the Escrow Account only to effect such
      payments as are required under this Agreement, as set forth in Section 4.09(b).
      The Servicer shall be entitled to retain any interest earnings paid on funds
      deposited in the Escrow Account by the depository institution, other than
      interest on escrowed funds required by law to be paid to the Mortgagor. To
      the
      extent required by law, the Servicer shall pay interest on escrowed funds to
      the
      Mortgagor notwithstanding that the Escrow Account may be non-interest bearing
      or
      the interest earnings paid thereon are insufficient for such
      purposes.

     

    (b)  Permitted
      Withdrawals from Escrow Account.
      Withdrawals from the Escrow Account or Accounts may be made by the Servicer
      only:

     

    (i)  to
      effect
      timely payments of ground rents, taxes, assessments, water rates, mortgage
      insurance premiums, condominium charges, fire and hazard insurance premiums
      or
      other items constituting Escrow Payments for the related Mortgage;

     

    (ii)  to
      reimburse the Servicer for any Servicing Advance of an Escrow Payment made
      by
      the Servicer with respect to a related Mortgage Loan, but only from amounts
      received on the related Mortgage Loan which represent late collections of Escrow
      Payments thereunder;

     

    (iii)  to
      refund
      to any Mortgagor any funds found to be in excess of the amounts required to
      be
      escrowed under the terms of the related Mortgage Loan;

     

    (iv)  to
      the
      extent permitted by applicable law, for transfer to the Collection Account
      and
      application to reduce the principal balance of the Mortgage Loan in accordance
      with the terms of the related Mortgage and Mortgage Note;

     

    (v)  for
      application to restoration or repair of the Mortgaged Property in accordance
      with Section 4.09(i);

     

    (vi)  to
      pay to
      the Servicer, or any Mortgagor to the extent required by law, any interest
      paid
      on the funds deposited in the Escrow Account; and

     

    (vii)  to
      clear
      and terminate the Escrow Account on the termination of this
      Agreement.

     

    The
      Servicer will be responsible for the administration of the Escrow Accounts
      and
      will be obligated to make Servicing Advances to the Escrow Account in respect
      of
      its obligations under this 4.02(g), reimbursable from the Escrow Accounts or
      Collection Account to the extent not collected from the related Mortgagor,
      anything to the contrary notwithstanding, when and as necessary to avoid the
      lapse of insurance coverage on the Mortgaged Property, or which the Servicer
      knows, or in servicing the Mortgage Loans in accordance with the Servicing
      Standard should know, is necessary to avoid the loss of the Mortgaged Property
      due to a tax sale or the foreclosure as a result of a tax lien. If any such
      payment has not been made and the Servicer receives notice of a tax lien with
      respect to the Mortgage being imposed, the Servicer will advance or cause to
      be
      advanced funds (which will constitute a Servicing Advance) necessary to
      discharge such lien on the Mortgaged Property in order to prevent loss of title
      to the Mortgaged Property.

     

    (c)  Notification
      of Adjustments.
      On each
      Adjustment Date, the Servicer shall make interest rate adjustments for each
      Mortgage Loan in compliance with the requirements of the related Mortgage and
      Mortgage Note and applicable regulations. The Servicer shall execute and deliver
      the notices required by each Mortgage and Mortgage Note and applicable
      regulations regarding interest rate adjustments. The Servicer also shall provide
      timely notification to the Trustee of all applicable data and information
      regarding such interest rate adjustments and the Servicer’s methods of
      implementing such interest rate adjustments. Upon the discovery by the Servicer
      or the Trustee that the Servicer has failed to adjust or has incorrectly
      adjusted a Mortgage Rate or a monthly payment pursuant to the terms of the
      related Mortgage Note and Mortgage, the Servicer shall immediately deposit
      in
      the Collection Account from its own funds the amount of any loss caused thereby
      without reimbursement therefor; provided, however, the Servicer shall not be
      liable with respect to any interest rate adjustments made by any servicer prior
      to the Servicer.

     

    (d)  Payment
      of Taxes, Insurance and Other Charges.

     

    (i)  With
      respect to each Mortgage Loan which provides for Escrow Payments, the Servicer
      shall maintain accurate records reflecting the status of ground rents, taxes,
      assessments, water rates, sewer rents, and other charges which are or may become
      a lien upon the Mortgaged Property and the status of fire and hazard insurance
      coverage and shall obtain, from time to time, all bills for the payment of
      such
      charges (including renewal premiums) (“Property Charges”) and shall effect
      payment thereof prior to the applicable penalty or termination date, employing
      for such purpose deposits of the Mortgagor in the Escrow Account which shall
      have been estimated and accumulated by the Servicer in amounts sufficient for
      such purposes, as allowed under the terms of the Mortgage. The Servicer shall
      effect timely payment of all such charges (which will constitute Servicing
      Advances) irrespective of each Mortgagor’s faithful performance in the payment
      of the same or the making of the Escrow Payments if necessary to avoid a lien
      or
      loss on the Mortgaged Property.

     

    (ii)  To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer shall
      make Servicing Advances from its own funds to effect payment of all Property
      Charges upon receipt of notice of any failure to pay on the part of the
      Mortgagor, or at such other time as the Servicer determines to be in the best
      interest of the Trust; provided,
      that in
      any event the Servicer shall pay such charges on or before any date by which
      payment is necessary to preserve the lien status of the Mortgage. The Servicer
      shall pay any late fee or penalty (which will constitute Servicing Advances)
      which is payable due to any delay in payment of any Property Charge and
      necessary to avoid a lien on or loss on Mortgage Property.

     

    (e)  Protection
      of Accounts.
      The
      Servicer may transfer the Escrow Account to a different Eligible Institution
      from time to time. Such transfer shall be made only upon obtaining the consent
      of the Servicer, which consent shall not be unreasonably withheld.

     

    The
      Servicer shall bear any expenses, losses or damages sustained by the Indenture
      Trustee if the Escrow Account is not an Eligible Accounts.

     

    (f)  Maintenance
      of Hazard Insurance.
      The
      Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
      such that all buildings upon the related Mortgaged Property are insured by
      a
      generally acceptable insurer acceptable under the Servicing Standard against
      loss by fire, hazards of extended coverage and such other hazards as are
      customary in the area where the Mortgaged Property is located, in an amount
      which is at least equal to the lesser of (i) the replacement value of the
      improvements securing such Mortgage Loan and (ii) the greater of (a) the
      outstanding principal balance of the Mortgage Loan plus accrued interest thereon
      and the good faith estimate of the Servicer of the related Liquidation Expenses
      to be incurred in connection therewith and (b) an amount such that the proceeds
      thereof shall be sufficient to prevent the Mortgagor or the loss payee from
      becoming a co-insurer. The Servicer shall be under no obligation to require
      any
      Mortgagor to obtain earthquake or other additional insurance and shall be under
      no obligation itself to maintain any such additional insurance on property
      acquired in respect of a Mortgage Loan, other than pursuant to such applicable
      laws and regulations as shall at any time be in force and as shall require
      such
      additional insurance.

     

    If
      upon
      origination of the Mortgage Loan the related Mortgaged Property was located
      in
      an area identified in the Federal Register by the Flood Emergency Management
      Agency as having special flood hazards (and such flood insurance has been made
      available), a flood insurance policy meeting the requirements of the current
      guidelines of the Federal Insurance Administration shall be in effect with
      a
      generally acceptable insurance carrier acceptable under the Servicing Standard
      in an amount representing coverage equal to the lesser of (i) the minimum amount
      required, under the terms of coverage, to compensate for any damage or loss
      on a
      replacement cost basis (or the unpaid balance of the mortgage if replacement
      cost coverage is not available for the type of building insured) and (ii) the
      maximum amount of insurance which is available under the Flood Disaster
      Protection Act of 1973, as amended. If at any time during the term of the
      Mortgage Loan, the Servicer determines in accordance with applicable law and
      pursuant to the Servicing Standard that a Mortgaged Property is located in
      a
      special flood hazard area and is not covered by flood insurance or is covered
      in
      an amount less than the amount required by the Flood Disaster Protection Act
      of
      1973, as amended, the Servicer shall notify the related Mortgagor that the
      Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
      fails
      to obtain the required flood insurance coverage within [thirty] days after
      such
      notification, the Servicer shall immediately force place the required flood
      insurance on the Mortgagor’s behalf.

     

    The
      Servicer shall cause to be maintained on each Mortgaged Property such other
      or
      additional insurance as may be required pursuant to such applicable laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance, or pursuant to the requirements of any private mortgage
      guaranty insurer, or as may be required to conform with the Servicing
      Standard.

     

    In
      the
      event that the Servicer shall determine that the Mortgaged Property should
      be
      insured against loss or damage by hazards and risks not covered by the insurance
      required to be maintained by the Mortgagor pursuant to the terms of the
      Mortgage, the Servicer shall communicate and consult with the Mortgagor with
      respect to the need for such insurance and bring to the Mortgagor’s attention
      the desirability of protection of the Mortgaged Property.

     

    All
      policies required hereunder shall name the Servicer as loss payee and shall
      be
      endorsed with standard or union mortgagee clauses, without contribution, which
      shall provide for at least [30] days’ prior written notice of any cancellation,
      reduction in amount or material change in coverage.

     

    The
      Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
      either his insurance carrier or agent; provided, however,
      that the
      Servicer shall not accept any such insurance policies from insurance companies
      unless such companies are generally acceptable under the Servicing Standard.
      The
      Servicer shall determine that such policies provide sufficient risk coverage
      and
      amounts, that they insure the property owner, and that they properly describe
      the property address. The Servicer shall notify the Mortgagor of the expiration
      of any such insurance and, prior to force placing any insurance, will permit
      the
      Mortgagor a grace period (not to exceed [60] days) to obtain renewal
      coverage.

     

    Pursuant
      to Section 4.07, any amounts collected by the Servicer under any such policies
      (other than amounts to be deposited in the Escrow Account and applied to the
      restoration or repair of the related Mortgaged Property, or property acquired
      in
      liquidation of the Mortgage Loan, or to be released to the Mortgagor, in
      accordance with the Servicer’s normal servicing procedures) shall be deposited
      in the Collection Account subject to withdrawal pursuant to Section
      4.08.

     

    (g)  Maintenance
      of Mortgage Impairment Insurance.
      In the
      event that the Servicer shall obtain and maintain a blanket policy insuring
      against losses arising from fire and hazards covered under extended coverage
      on
      all of the Mortgage Loans, then, to the extent such policy provides coverage
      in
      an amount equal to the amount required pursuant to Section 4.09(f) and otherwise
      complies with all other requirements of Section 4.09(f), it shall conclusively
      be deemed to have satisfied its obligations as set forth in Section 4.09(f).
      Any
      amounts collected by the Servicer under any such policy relating to a Mortgage
      Loan shall be deposited in the Collection Account subject to withdrawal pursuant
      to Section 4.08. 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 policy complying with Section 4.09(f), and there shall have been
      a
      loss which would have been covered by such policy, the Servicer shall deposit
      in
      the Collection Account at the time of such loss the amount not otherwise payable
      under the blanket policy because of such deductible clause, such amount to
      deposited from the Servicer’s funds, without reimbursement therefor. Upon
      request of the Indenture Trustee, the Servicer shall cause to be delivered
      to
      such person a certified true copy of such policy and a statement from the
      insurer thereunder that such policy shall in no event be terminated or
      materially modified without [30] days’ prior written notice to the Indenture
      Trustee.

     

    (h)  Inspections.
      The
      Servicer shall inspect the Mortgaged Property as often as deemed necessary
      by
      the Servicer to assure itself that the value of the Mortgaged Property is being
      preserved. In addition, the Servicer shall inspect the Mortgaged Property and/or
      take such other actions as may be necessary or appropriate in accordance with
      the Servicing Standard or as may be required by the primary mortgage guaranty
      insurer. The Servicer shall keep a written report of each such
      inspection.

     

    (i)  Restoration
      of Mortgaged Property.
      The
      Servicer need not obtain the approval of the Indenture Trustee prior to
      releasing any Insurance Proceeds or Condemnation Proceeds to the Mortgagor
      to be
      applied to the restoration or repair of the Mortgaged Property if such release
      is in accordance with the Servicing Standard. At a minimum, the Servicer shall
      comply with the following conditions in connection with any such release of
      Insurance Proceeds or Condemnation Proceeds:

     

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

     

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

     

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

     

    (j)  Title,
      Management and Disposition of REO Property.
      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 taken in the
      name of the Indenture Trustee or its nominee (which shall include the Servicer)
      in trust for the benefit of the Noteholders, or in the event the Indenture
      Trustee is not authorized or permitted to hold title to real property in the
      state where the REO Property is located, or would be adversely affected under
      the “doing business” or tax laws of such state by so holding title, the deed or
      certificate of sale shall be taken in the name of such Person or Persons as
      shall be consistent with an Opinion of Counsel obtained by the Servicer (with
      a
      copy delivered to the Indenture Trustee) from any attorney duly licensed to
      practice law in the state where the REO Property is located. The Person or
      Persons holding such title other than the Indenture Trustee shall acknowledge
      in
      writing that such title is being held as nominee for the Indenture
      Trustee.

     

    The
      Servicer shall manage, conserve, protect and operate each REO Property for
      the
      Indenture Trustee solely for the purpose of its prompt disposition and sale.
      The
      Servicer, either itself or through an agent selected by the Servicer, shall
      manage, conserve, protect and operate the REO Property in the same manner that
      it manages, conserves, protects and operates other foreclosed property for
      its
      own account, and in the same manner that similar property in the same locality
      as the REO Property is managed. The Servicer shall attempt to sell the same
      (and
      may temporarily rent the same for a period not greater than one year, except
      as
      otherwise provided below) on such terms and conditions as the Servicer deems
      to
      be in the best interest of the Issuer, the Indenture Trustee and the
      Noteholders.

     

    The
      Servicer shall also maintain on each REO Property fire and hazard insurance
      with
      extended coverage in amount which is at least equal to the maximum insurable
      value of the improvements which are a part of such property and, to the extent
      required and available under the Flood Disaster Protection Act of 1973, as
      amended, flood insurance in the amount required above, which may be in the
      form
      of a blanket policy. Any amounts collected by the Servicer under any such policy
      relating to a Mortgage Loan shall be deposited in the Collection Account subject
      to withdrawal pursuant to Section 4.08. 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 policy complying with Section 4.09(f), and
      there shall have been a loss which would have been covered by such policy,
      the
      Servicer shall deposit in the Collection Account at the time of such loss the
      amount not otherwise payable under the blanket policy because of such deductible
      clause, such amount to deposited from the Servicer’s funds, without
      reimbursement therefor.

     

    The
      proceeds of sale of the REO Property shall be promptly deposited in the
      Collection Account. As soon as practical thereafter the expenses of such sale
      shall be paid and the Servicer shall reimburse itself pursuant to Section 4.08
      for any related unreimbursed Servicing Advances, unpaid Servicing Fees and
      unreimbursed advances made pursuant to this Section or Section
      5.05.

     

    The
      Servicer shall make Servicing Advances of all funds necessary for the proper
      operation, management and maintenance of the REO Property, including the cost
      of
      maintaining any hazard insurance pursuant to Section 4.09(f), such advances
      to
      be reimbursed from the disposition or liquidation proceeds of the REO Property
      or pursuant to Section 4.08(iii). The Servicer shall make monthly remittances
      on
      each Servicer Remittance Date of the net cash flow from the REO Property (which
      shall equal the revenues from such REO Property net of the expenses described
      in
      this Section 4.09(j) and of any reserves reasonably required from time to time
      to be maintained to satisfy anticipated liabilities for such
      expenses).

     

    (k)  Liquidation
      Reports.
      Upon
      the foreclosure sale of any Mortgaged Property or the acquisition thereof by
      the
      Indenture Trustee pursuant to a deed in lieu of foreclosure, the Servicer shall
      submit to the Indenture Trustee a monthly liquidation report with respect to
      such Mortgaged Property.

     

    (l)  Reports
      of Foreclosures and Abandonments of Mortgaged Property.
      Following the foreclosure sale or abandonment of any Mortgaged Property, the
      Servicer shall report such foreclosure or abandonment as required pursuant
      to
      Section 6050J of the Code.

     

    (m)  Prepayment
      Premiums.
      The
      Servicer or any designee of the Servicer shall not waive any Prepayment Premium
      with respect to any Mortgage Loan that contains a Prepayment Premium and that
      prepays during the term of the premium. If the Servicer or its designee fails
      to
      collect the Prepayment Premium upon any prepayment of any Mortgage Loan that
      contains a Prepayment Premium, the Servicer shall pay to the Trust Administrator
      at such time (by deposit to the Collection Account) an amount equal to amount
      of
      the Prepayment Premium that was not collected. Notwithstanding the above, the
      Servicer or its designee may waive a Prepayment Premium without paying the
      Issuer the amount of the Prepayment Premium if (i) the Mortgage Loan is in
      default (defined as [61] days or more delinquent) and such waiver would maximize
      recovery of total proceeds taking into account the value of such Prepayment
      Premium and the related Mortgage Loan or (ii) if the prepayment is not a result
      of a refinancing by the Servicer or any of its affiliates and the Mortgage
      Loan
      is foreseen to be in default and such waiver would maximize recovery of total
      proceeds taking into account the value of such Prepayment Premium and the
      related Mortgage Loan or (iii) the collection of the Prepayment Premium would
      be
      in violation of applicable federal, state or local laws or would be deemed
      “predatory” thereunder.

     

    (n)  Compliance
      with Safeguarding Customer Information Requirements.
      The
      Servicer has implemented and will maintain security measures designed to meet
      the objectives of the Interagency Guidelines Establishing Standards for
      Safeguarding Customer Information published in final form on February 1, 2001,
      66 Fed. Reg. 8616, and the rules promulgated thereunder, as amended from time
      to
      time (the “Guidelines”).

     

    (o)  Presentment
      of Claims and Collection of Proceeds.
      The
      Servicer shall prepare and present on behalf of the Indenture Trustee and the
      Noteholders all claims under the Insurance Policies with respect to the Mortgage
      Loans, and take such actions (including the negotiation, settlement, compromise
      or enforcement of the insured’s claim) as shall be necessary to realize recovery
      under such policies. Any proceeds disbursed to the Servicer in respect of such
      policies or bonds shall be promptly deposited in the Collection Account upon
      receipt, except that any amounts realized that are to be applied to the repair
      or restoration of the related Mortgaged Property as a condition requisite to
      the
      presentation of claims on the related Mortgage Loan to the insurer under any
      applicable Insurance Policy need not be so deposited (or remitted).

     

    (p)  [Reserved].

     

    (q)  Due
      Dates Other Than the First of the Month.
      Mortgage Loans having Due Dates other than the first day of a month shall be
      accounted for as described in this Section 4.09(q). Any Scheduled Payment due
      on
      a day other than the first day of each month shall be considered due on the
      first day of the month following the month in which that payment is due as
      if
      such payment were due on the first day of that month. For example, a Scheduled
      Payment due on August 15 shall be considered to be due on September 1. Any
      Scheduled Payment due and collected on a Mortgage Loan after the Cut-off Date
      shall be deposited in the Collection Account. For Mortgage Loans with Due Dates
      on the first day of a month, deposits to the Collection Account begin with
      the
      Scheduled Payment due on the first of the month following the Cut-off
      Date.

     

    (r)  Credit
      Reporting.
      For
      each Mortgage Loan, in accordance with its current servicing practices, the
      Servicer will accurately and fully report its underlying borrower credit files
      to each of the following credit repositories or their successors: Equifax Credit
      Information Services, Inc., Trans Union, LLC and Experian Information Solution,
      Inc., on a monthly basis in a timely manner.

     

    Section
      4.10.   Reports
      to Trust Administrator.

     

    Not
      more
      than [75] days after the end of each calendar year, commencing December 31,
      200_, the Servicer shall provide (as such information becomes reasonably
      available to the Servicer) to the Trust Administrator such information
      concerning the Mortgage Loans as is necessary for the Trust Administrator to
      prepare the reports required by Section 4.11(c). Such obligation of the Servicer
      shall be deemed to have been satisfied to the extent that substantially
      comparable information shall be provided by the Servicer to the Trust
      Administrator pursuant to any requirements of the Code as from time to time
      are
      in force. The Servicer shall also provide to the Trust Administrator such
      information as may be requested by it and required for the completion of any
      tax
      reporting responsibility of the Trust Administrator within such reasonable
      time
      frame as shall enable the Trust Administrator to timely file each Schedule
      Q (or
      other applicable tax report or return) required to be filed by it.

     

    Section
      4.11.   Reports
      to Indenture Trustee and Noteholders.

     

    (a)  On
      each
      Payment Date, the Trust Administrator shall make available to the Indenture
      Trustee and each Noteholder, a report setting forth the following information
      (on the basis of Mortgage Loan level information obtained from the
      Servicer):

     

    (i)  the
      aggregate amount of the payment to be made on such Payment Date to the Holders
      of each Class of Notes, to the extent applicable, allocable to principal on
      the
      Mortgage Loans, including Liquidation Proceeds and Insurance Proceeds, stating
      separately the amount attributable to scheduled principal payments and
      unscheduled payments in the nature of principal;

     

    (ii)  the
      aggregate amount of the payment to be made on such Payment Date to the Holders
      of each Class of Notes allocable to interest and the calculation
      thereof;

     

    (iii)  the
      amount, if any, of any payment to the Holder of the Ownership
      Certificate;

     

    (iv)  
      (A) the
      aggregate amount of any Advances required to be made by or on behalf of the
      Servicer with respect to such Payment Date, (B) the aggregate amount of such
      Advances actually made, and (C) the amount, if any, by which (A) above exceeds
      (B) above;

     

    (v)  the
      total
      number of Mortgage Loans, the aggregate Stated Principal Balance of all the
      Mortgage Loans as of the close of business on the last day of the related
      Collection Period, after giving effect to payments allocated to principal
      reported under clause (i) above;

     

    (vi)  the
      Class
      Principal Amount of each Class of Notes, to the extent applicable, as of such
      Payment Date after giving effect to payments allocated to principal reported
      under clause (i) above;

     

    (vii)  the
      amount of all Prepayment Premiums distributed to the Ownership
      Certificate;

     

    (viii)  the
      amount of any Realized Losses incurred with respect to the Mortgage Loans (x)
      in
      the applicable Prepayment Period and (y) in the aggregate since the Cut-off
      Date;

     

    (ix)  the
      amount of the Servicing Fee paid during the Collection Period to which such
      payment relates;

     

    (x)  the
      number and aggregate Stated Principal Balance of Mortgage Loans, as reported
      to
      the Trust Administrator by the Servicer, (a) remaining outstanding, (b)
      delinquent 30 to 59 days on a contractual basis, (c) delinquent 60 to 89 days
      on
      a contractual basis, (d) delinquent 90 or more days on a contractual basis,
      (e)
      as to which foreclosure proceedings have been commenced as of the close of
      business on the last Business Day of the calendar month immediately preceding
      the month in which such Payment Date occurs, (f) in bankruptcy and (g) that
      are
      REO Properties;

     

    (xi)  the
      aggregate Stated Principal Balance of any Mortgage Loans with respect to which
      the related Mortgaged Property became an REO Property as of the close of
      business on the last Business Day of the calendar month immediately preceding
      the month in which such Payment Date occurs;

     

    (xii)  with
      respect to substitution of Mortgage Loans in the preceding calendar month,
      the
      Stated Principal Balance of each Deleted Mortgage Loan and of each Qualifying
      Substitute Mortgage Loan;

     

    (xiii)  the
      aggregate outstanding Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls,
      if
      any, for each Class of Notes, after giving effect to the payments made on such
      Payment Date;

     

    (xiv)  the
      Note
      Interest Rate applicable to such Payment Date with respect to each Class of
      Notes;

     

    (xv)  the
      Interest Remittance Amount and the Principal Remittance Amount applicable to
      such Payment Date;

     

    (xvi)  if
      applicable, the amount of any shortfall (i.e.,
      the
      difference between the aggregate amounts of principal and interest which
      Noteholders would have received if there were sufficient available amounts
      in
      the Collection Account and the amounts actually paid);

     

    (xvii)  any
      Overcollateralization Deficiency Amount after giving effect to the payments
      made
      on such Payment Date; and

     

    (xviii)  LIBOR
      with respect to such Payment Date.

     

    In
      the
      case of information furnished pursuant to subclauses (i), (ii) and (vi) above,
      the amounts shall (except in the case of the report delivered to the holder
      of
      the Ownership Certificate) be expressed as a dollar amount per $[1,000] of
      original principal amount of Notes.

     

    The
      Trust
      Administrator will make such report and additional loan level information (and,
      at its option, any additional files containing the same information in an
      alternative format) available each month to the Rating Agencies and Noteholders
      via the Trust Administrator’s website. The Trust Administrator’s website can be
      accessed at ______________. Assistance in using the website can be obtained
      by
      calling the Trust Administrator’s customer service desk at ________________.
      Such parties that are unable to use the website are entitled to have a paper
      copy mailed to them via first class mail by notifying the Trust Administrator
      at
      ____________________, ________________________ (or for overnight deliveries
      at
      _________________________), and indicating such. The Trust Administrator shall
      have the right to change the way such statements are distributed in order to
      make such distribution more convenient and/or more accessible to the above
      parties and the Trust Administrator shall provide timely and adequate
      notification to all above parties regarding any such changes.

     

    The
      foregoing information and reports shall be prepared and determined by the Trust
      Administrator based solely on Mortgage Loan data provided to the Trust
      Administrator by the Servicer (in a format agreed to by the Trust Administrator
      and the Servicer) no later than the Payment Date. In preparing or furnishing
      the
      foregoing information, the Trust Administrator and the Servicer shall be
      entitled to rely conclusively on the accuracy of the information or data
      regarding the Mortgage Loans and the related REO Property that has been provided
      to the Servicer, and neither the Trust Administrator nor the Servicer shall
      be
      obligated to verify, recompute, reconcile or recalculate any such information
      or
      data. The Trust Administrator, the Indenture Trustee and the Servicer shall
      be
      entitled to conclusively rely on all of such data and information provided
      to
      the Servicer and shall have no liability for any errors in such data or
      information.

     

    (b)  Upon
      the
      reasonable advance written request of any Noteholder that is a savings and
      loan,
      bank or insurance company, which request, if received by the Indenture Trustee
      shall be forwarded promptly to the Trust Administrator, the Trust Administrator
      shall provide, or cause to be provided (or, to the extent that such information
      or documentation is not required to be provided by the Servicer, shall use
      reasonable efforts to obtain such information and documentation from the
      Servicer), to such Noteholder such reports and access to information and
      documentation regarding the Mortgage Loans as such Noteholder may reasonably
      deem necessary to comply with applicable regulations of the Office of Thrift
      Supervision or its successor or other regulatory authorities with respect to
      an
      investment in the Notes; provided, however,
      that the
      Trust Administrator shall be entitled to be reimbursed by such Noteholder for
      actual expenses incurred in providing such reports and access.

     

    (c)  Within
      [90] days, or such shorter period as may be required by statute or regulation,
      after the end of each calendar year, the Trust Administrator shall have prepared
      and shall make available to each Person who at any time during the calendar
      year
      was a Noteholder of record, and make available to Security Owners (identified
      as
      such by the Clearing Agency) in accordance with applicable regulations, a report
      summarizing the items provided to the Noteholders pursuant to Section 4.11(a)
      on
      an annual basis as may be required to enable such Holders to prepare their
      federal income tax returns; provided, however,
      that
      this Section 4.11(c) shall not be applicable where relevant reports or summaries
      are required elsewhere in this Agreement. Such information shall include the
      amount of original issue discount accrued on each Class of Notes and information
      regarding the expenses of the Issuer. The Trust Administrator shall be deemed
      to
      have satisfied such requirement if it forwards such information in any other
      format permitted by the Code. The Servicer shall provide the Trust Administrator
      with such information as is necessary for the Trust Administrator to prepare
      such reports.

     

    (d)  The
      Trust
      Administrator shall furnish any other information that is required by the Code
      and regulations thereunder to be made available to Noteholders. The Servicer
      shall provide the Trust Administrator with such information as is necessary
      for
      the Trust Administrator to prepare such reports (and the Trust Administrator
      may
      rely solely upon such information).

     

    Section
      4.12.   Transfers
      of Mortgaged Property.

     

    The
      Servicer shall use its best efforts to enforce any “due-on-sale” provision
      contained in any Mortgage or Mortgage Note and to deny assumption by the person
      to whom the Mortgaged Property has been or is about to be sold whether by
      absolute conveyance or by contract of sale, and whether or not the Mortgagor
      remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
      Property has been conveyed by the Mortgagor, the Servicer shall, to the extent
      it has knowledge of such conveyance, exercise its rights to accelerate the
      maturity of such Mortgage Loan under the “due-on-sale” clause applicable
      thereto; provided,
      however,
      that
      the Servicer shall not exercise such rights if prohibited by law from doing
      so.

     

    If
      the
      Servicer reasonably believes it is unable under applicable law to enforce such
      “due-on-sale” clause, the Servicer shall enter into (i) an assumption and
      modification agreement with the person to whom such property has been conveyed
      pursuant to which such person becomes liable under the Mortgage Note and the
      original Mortgagor remains liable thereon or (ii) in the event the Servicer
      is
      unable under applicable law to require that the original Mortgagor remain liable
      under the Mortgage Note and the Servicer has the prior consent of the primary
      mortgage guaranty insurer, a substitution of liability agreement with the seller
      of the Mortgaged Property pursuant to which the original Mortgagor is released
      from liability and the buyer of the Mortgaged Property is substituted as
      Mortgagor and becomes liable under the Mortgage Note. In connection with any
      such assumption, neither the Mortgage Rate borne by the related Mortgage Note,
      the timing of principal or interest payments on the Mortgage Loan, the term
      of
      the Mortgage Loan nor the outstanding principal amount of the Mortgage Loan
      shall be changed.

     

    To
      the
      extent that any Mortgage Loan is assumable, the Servicer shall inquire
      diligently into the creditworthiness of the proposed transferee, and shall
      use
      the underwriting criteria for approving the credit of the proposed transferee
      which are used by the Servicer, its affiliates or Fannie Mae with respect to
      underwriting mortgage loans of the same type as the Mortgage Loans. If the
      credit of the proposed transferee does not meet such underwriting criteria,
      the
      Servicer diligently shall, to the extent permitted by the Mortgage or the
      Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
      Loan.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or any assumption which the Servicer may be restricted by
      law
      from preventing, for any reason whatsoever.

     

    Section
      4.13.   Termination
      for Cause.

     

    Any
      of
      the following occurrences shall constitute an event of default (each, a
“Servicer Event of Default”) on the part of the Servicer:

     

    (1)  any
      failure by the Servicer to remit any payment required to be made under the
      terms
      of this Agreement which continues unremedied for a period of [two] Business
      Days
      after the date upon which written notice of such failure, requiring the same
      to
      be remedied, shall have been given to the Servicer by the [____];
      or

     

    (2)  failure
      by the Servicer duly to observe or perform in any material respect any other
      of
      the covenants or agreements on the part of the Servicer set forth in this
      Agreement (except with respect to a failure related to a Limited Exchange Act
      Reporting Obligation) which continues unremedied for a period of [30] days
      after
      the date on which written notice of such failure, requiring the same to be
      remedied, shall have been given to the Servicer by the [____]; provided that
      the
      [thirty-day] cure period shall not apply to the failure to comply with the
      requirements set forth in Section 10.04, Section 4.28 (with respect to notice
      to
      the Depositor), Section 4.29 (with respect to notice to the Depositor) or
      Article X, for which the grace period shall not exceed the lesser of 10 calendar
      days or such period in which the applicable Exchange Act Report can be filed
      timely (without taking into account any extensions); or

     

    (3)  failure
      by the Servicer to maintain its license to do business or service residential
      mortgage loans in any jurisdiction where the Mortgaged Properties are located
      except where the failure to so maintain such license does not have a material
      adverse effect on the Servicer’s ability to service the Mortgage Loans;
      or

     

    (4)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, including bankruptcy, marshalling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against the Servicer and such decree or order
      shall have remained in force undischarged or unstayed for a period of [60]
      days;
      or

     

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

     

    (6)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency,
      bankruptcy or reorganization statute, make an assignment for the benefit of
      its
      creditors, voluntarily suspend payment of its obligations or cease its normal
      business operations for [three] Business Days; or

     

    (7)  the
      Servicer ceases to be a FHA Approved Mortgagee; or

     

    (8)  the
      Servicer attempts to assign the servicing of the Mortgage Loans or its right
      to
      servicing compensation hereunder or the Servicer or attempts to assign this
      Agreement or the servicing responsibilities hereunder or to delegate its duties
      hereunder or any portion thereof in a manner not permitted under this Agreement;
      or

     

    (9)  the
      net
      worth of the Servicer shall be less than $[15,000,000]; or

     

    (10)  failure
      by the Servicer to duly perform, within the required time period, its
      obligations under Section 10.04 which failure continues unremedied for a period
      of [7] days after the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Servicer by the
      [____].

     

    In
      the
      event of a Servicer Event of Default related to the obligations set forth in
      Section 10.04, Section 4.28 (with respect to notice to the Depositor), Section
      4.29 (with respect to notice to the Depositor) and Article X, the Servicer
      may
      only be terminated at the direction of the Depositor.

     

    Upon
      receipt by the Servicer of such written termination notice, all authority and
      power of the Servicer, under this Agreement, whether with respect to the
      Mortgage Loans or otherwise, shall pass to and be vested in a successor servicer
      appointed by [____], in accordance with Section [____]. Upon written
      request from the [____], the Servicer shall prepare, execute and deliver to
      the
      successor servicer any and all documents and other instruments, place in such
      successor’s possession all Servicing Files, and do or cause to be done all other
      acts or things necessary or appropriate to effect the purposes of such notice
      of
      termination, including but not limited to the transfer and endorsement or
      assignment of the Mortgage Loans and related documents, at the Servicer’s sole
      expense. The Servicer shall cooperate with the Seller, the Indenture Trustee
      and
      such successor in effecting the termination of the Servicer’s responsibilities
      and rights hereunder, including without limitation, the transfer to such
      successor for administration by it of all cash amounts which shall at the time
      be credited by the Servicer to the Collection Account or Escrow Account or
      thereafter received with respect to the Mortgage Loans.

     

    The
      Depositor shall not be entitled to terminate the rights and obligations of
      the
      Servicer pursuant to subparagraph (2) if a failure of the Servicer to identify
      a
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB was attributable solely to the role or functions
      of
      such Subcontractor with respect to mortgage loans other than the Mortgage
      Loans.

     

    Section
      4.14.   Assumption
      of Servicing by Indenture Trustee, Successor to Servicer.

     

    (a)  In
      the
      event the Servicer shall for any reason no longer be the Servicer (including
      by
      reason of any Servicer Event of Default under Section 7.01 of this Agreement),
      the Indenture Trustee shall thereupon assume all of the rights and obligations
      of such Servicer hereunder. The Indenture Trustee, its designee or any successor
      servicer appointed by the Indenture Trustee shall be deemed to have assumed
      all
      of the Servicer’s interest herein, except that the Servicer shall not thereby be
      relieved of any liability or obligations of the Servicer accruing prior to
      its
      replacement as Servicer, and shall be liable to the Indenture Trustee, and
      hereby agrees to indemnify and hold harmless the Indenture Trustee from and
      against all costs, damages, expenses and liabilities (including reasonable
      attorneys’ fees) incurred by the Indenture Trustee as a result of such liability
      or obligations of the Servicer and in connection with the Indenture Trustee’s
      assumption (but not its performance, except to the extent that costs or
      liability of the Indenture Trustee are created or increased as a result of
      negligent or wrongful acts or omissions of the Servicer prior to its replacement
      as Servicer) of the Servicer’s obligations, duties or responsibilities
      thereunder.

     

    (b)  Any
      successor servicer shall have the characteristics set forth in clauses (i)
      and
      (ii) of the second paragraph of Section 4.28 and shall succeed to all rights
      and
      assume all of the responsibilities, duties and liabilities of the Servicer
      under
      this Agreement simultaneously with the termination of the Servicer’s
      responsibilities, duties and liabilities under this Agreement. Any successor
      to
      the Servicer shall be subject to the approval of the Indenture Trustee. Any
      approval of a successor servicer by the Indenture Trustee, shall, if the
      successor servicer is not at that time a servicer of other Mortgage Loans for
      the Trust, be conditioned upon the receipt by the Seller, the Indenture Trustee
      and the Trust Administrator of a letter from each Rating Agency to the effect
      that such transfer of servicing will not result in a qualification, withdrawal
      or downgrade of the then-current rating of any of the Notes. At least 15
      calendar days prior to the effective date of any such appointment, (x) the
      Indenture Trustee shall provide written notice to the Depositor of such
      successor pursuant to this Section 4.14 and (y) such successor servicer
      shall provide to the Depositor in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably requested by the
      Depositor in order to comply with its reporting obligation under Item 6.02
      of
      Form 8-K with respect to a successor servicer. In the event that the Servicer’s
      duties, responsibilities and liabilities under this Agreement should be
      terminated pursuant to the aforementioned sections, the Servicer shall discharge
      such duties and responsibilities during the period from the date it acquires
      knowledge of such termination until the effective date thereof with the same
      degree of diligence and prudence which it is obligated to exercise under this
      Agreement (including continuing to make Advances during such transition period
      pursuant to Section 5.05) and shall take no action whatsoever that might
      impair or prejudice the rights or financial condition of its successor. The
      resignation or removal of the Servicer pursuant to the aforementioned sections
      shall not become effective until a successor shall be appointed pursuant to
      this
      Section 4.14(a) and shall in no event relieve the Servicer of the
      representations and warranties made pursuant to Sections 4.02 and the remedies
      available to the Indenture Trustee and the Seller under Sections 4.14(b)
      and 4.02(b) and (c), it being understood and agreed that the provisions of
      such
      Sections 4.14(b) and 4.02(b) and (c)] shall be applicable to the Servicer
      notwithstanding any such resignation or termination of the Servicer, or the
      termination of this Agreement. No successor servicer shall be responsible for
      the lack of information and/or documents that it cannot otherwise obtain through
      reasonable efforts.

     

    Within
      a
      reasonable period of time, but in no event later than [30] days following the
      appointment of a successor entity, the Servicer shall prepare, execute and
      deliver to the successor entity any and all documents and other instruments,
      place in such successor’s possession all Servicing Files, and do or cause to be
      done all other acts or things necessary or appropriate to effect the purposes
      of
      such notice of termination, including but not limited to the transfer of any
      Mortgage Notes and the related documents. The Servicer shall cooperate with
      the
      Indenture Trustee or the Seller, as applicable, and such successor in effecting
      the termination of the Servicer’s responsibilities and rights hereunder and the
      transfer of servicing responsibilities to the successor Servicer, including
      without limitation, the transfer to such successor for administration by it
      of
      all cash amounts which shall at the time be credited by the Servicer to the
      Escrow Account or thereafter received with respect to the Mortgage
      Loans.

     

    Any
      successor appointed as provided herein shall execute, acknowledge and deliver
      to
      the Indenture Trustee, the Servicer, the Trust Administrator and the Seller
      an
      instrument (i) accepting such appointment, wherein the successor shall make
      the
      representations and warranties set forth in Section 4.02(a) and provide for
      the
      same remedies set forth in such Section herein and (ii) an assumption of the
      due
      and punctual performance and observance of each covenant and condition to be
      performed and observed by the Servicer under this Agreement, whereupon such
      successor shall become fully vested with all the rights, powers, duties,
      responsibilities, obligations and liabilities of the Servicer, with like effect
      as if originally named as a party to this Agreement. Any termination or
      resignation of the Servicer or termination of this Agreement pursuant to
      Sections 4.02, 4.28 and 4.13 shall not affect any claims that the Seller,
      the Indenture Trustee or the Trust Administrator may have against the Servicer
      arising out of the Servicer’s actions or failure to act prior to any such
      termination or resignation.

     

    The
      Servicer shall deliver promptly to the successor servicer the funds in the
      Escrow Account(s) and all Mortgage Loan documents and related documents and
      statements held by it hereunder and the Servicer shall account for all funds
      and
      shall execute and deliver such instruments and do such other things as may
      reasonably be required to more fully and definitively vest in the successor
      all
      such rights, powers, duties, responsibilities, obligations and liabilities
      of
      the Servicer.

     

    Upon
      a
      successor’s acceptance of appointment as such, it shall notify the Indenture
      Trustee, the Trust Administrator, the Seller and the Depositor of such
      appointment.

     

    (c)  Costs.
      The
      Seller shall pay the legal fees and expenses of its attorneys. Costs and
      expenses incurred in connection with the transfer of the servicing
      responsibilities, including fees for delivering Servicing Files, shall be paid
      by (i) the terminated or resigning Servicer if such termination or resignation
      is a result of an occurrence of a termination event under Section 4.02(b)
      or 4.13, and (ii) to the extent not paid by such Servicer, and in all other
      cases, by the Trust.

     

    Section
      4.15.   [Reserved]

     

    Section
      4.16.   Release
      of Mortgage Files.

     

    (a)  Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
      by the Servicer of a notification that payment in full has been or will be
      escrowed in a manner customary for such purposes, the Servicer will promptly
      notify the Indenture Trustee by a certification (which certification shall
      include a statement to the effect that all amounts received in connection with
      such payment that are required to be deposited in the Collection Account
      maintained by the Trust Administrator pursuant to Section 4.07 have been or
      will
      be so deposited) of a Servicing Officer and shall request the Indenture Trustee
      to deliver to the Servicer the related Mortgage File. Upon receipt of such
      certification and request, the Indenture Trustee shall promptly release the
      related Mortgage File to the Servicer and the Indenture Trustee shall have
      no
      further responsibility with regard to such Mortgage File. Upon any such payment
      in full, the Servicer is authorized to give, as agent for the Indenture Trustee,
      as the mortgagee under the Mortgage that secured the Mortgage Loan, an
      instrument of satisfaction (or assignment of mortgage without recourse)
      regarding the Mortgaged Property subject to the Mortgage, which instrument
      of
      satisfaction or assignment, as the case may be, shall be delivered to the Person
      or Persons entitled thereto against receipt therefor of such payment, it being
      understood and agreed that no expenses incurred in connection with such
      instrument of satisfaction or assignment, as the case may be, shall be
      chargeable to the Collection Account.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, the Indenture Trustee shall execute such documents as shall be prepared
      and furnished to the Indenture Trustee by the Servicer (in a form reasonably
      acceptable to the Indenture Trustee) and as are necessary for the prosecution
      of
      any such proceedings. The Indenture Trustee shall, upon request of the Servicer
      and delivery to the Indenture Trustee of a trust receipt signed by a Servicing
      Officer, release the related Mortgage File held in its possession or control
      to
      the Servicer. Such trust receipt shall obligate the Servicer to return the
      Mortgage File to the Indenture Trustee when the need therefor by the Servicer
      no
      longer exists unless the Mortgage Loan shall be liquidated, in which case,
      upon
      receipt of a certificate of a Servicing Officer similar to that hereinabove
      specified, the trust receipt shall be released by the Indenture Trustee to
      the
      Servicer.

     

    Section
      4.17.   Documents,
      Records and Funds in Possession of Servicer To Be Held for Indenture
      Trustee.

     

    (a)  The
      Servicer shall transmit to the Indenture Trustee such documents and instruments
      coming into the possession of the Servicer from time to time as are required
      by
      the terms hereof to be delivered to the Indenture Trustee. Any funds received
      by
      the Servicer in respect of any Mortgage Loan or which otherwise are collected
      by
      the Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan shall be held for the benefit of the Indenture Trustee and the
      Noteholders subject to the Servicer’s right to retain or withdraw amounts
      provided in this Agreement and to retain its Servicing Fee and other amounts
      as
      provided herein. The Servicer shall provide access to information and
      documentation regarding the Mortgage Loans to the Indenture Trustee, their
      respective agents and accountants at any time upon reasonable request and during
      normal business hours, and to Noteholders that are savings and loan
      associations, banks or insurance companies, the Office of Thrift Supervision,
      the FDIC and the supervisory agents and examiners of such Office and Corporation
      or examiners of any other federal or state banking or insurance regulatory
      authority if so required by applicable regulations of the Office of Thrift
      Supervision or other regulatory authority, such access to be afforded without
      charge but only upon reasonable request in writing and during normal business
      hours at the offices of the Servicer designated by it. In fulfilling such a
      request the Servicer shall not be responsible for determining the sufficiency
      of
      such information.

     

    (b)  All
      Mortgage Files and funds collected or held by, or under the control of, the
      Servicer, in respect of any Mortgage Loans, whether from the collection of
      principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Servicer for and on behalf of the Indenture
      Trustee as the Indenture Trustee’s agent and bailee for purposes of perfecting
      the Indenture Trustee’s security interest therein as provided by relevant
      Uniform Commercial Code or laws; provided, however,
      that the
      Servicer shall be entitled to setoff against, and deduct from, any such funds
      any amounts that are properly due and payable to the Servicer under this
      Agreement and shall be authorized to remit such funds to the Trust Administrator
      in accordance with this Agreement.

     

    (c)  The
      Servicer hereby acknowledges that concurrently with the execution of this
      Agreement, the Indenture Trustee shall own or, to the extent that a court of
      competent jurisdiction shall deem the conveyance of the Mortgage Loans from
      the
      Seller to the Depositor not to constitute a sale, the Indenture Trustee shall
      have a security interest in the Mortgage Loans and in all Mortgage Files
      representing such Mortgage Loans and in all funds and investment property now
      or
      hereafter held by, or under the control of, the Servicer that are collected
      by
      the Servicer in connection with the Mortgage Loans, whether as scheduled
      installments of principal and interest or as full or partial prepayments of
      principal or interest or as Liquidation Proceeds or Insurance Proceeds or
      otherwise, and in all proceeds of the foregoing and proceeds of proceeds (but
      excluding any fee or other amounts to which the Servicer is entitled to
      hereunder); and the Servicer agrees that so long as the Mortgage Loans are
      assigned to and held by the Indenture Trustee, all documents or instruments
      constituting part of the Mortgage Files, and such funds relating to the Mortgage
      Loans which come into the possession or custody of, or which are subject to
      the
      control of, the Servicer shall be held by the Servicer for and on behalf of
      the
      Indenture Trustee as the Indenture Trustee’s agent and bailee for purposes of
      perfecting the Indenture Trustee’s security interest therein as provided by the
      applicable Uniform Commercial Code or other applicable laws.

     

    Section
      4.18.   Opinion.
      On or
      before the Closing Date, the Servicer shall cause to be delivered to the
      Depositor, the Seller, the Indenture Trustee, the Issuer and the Trust
      Administrator one or more Opinions of Counsel, dated the Closing Date, in form
      and substance reasonably satisfactory to the Depositor, as to the due
      authorization, execution and delivery of this Agreement by the Servicer and
      the
      enforceability thereof.

     

    Section
      4.19.   [Reserved]

     

    Section
      4.20.   [Reserved]

     

    Section
      4.21.   [Reserved]

     

    Section
      4.22.   Indenture
      Trustee To Retain Possession of Certain Insurance Policies and
      Documents.
      The
      Indenture Trustee shall retain possession and custody of the originals of the
      primary mortgage insurance policies or certificate of insurance if applicable
      and any certificates of renewal as to the foregoing as may be issued from time
      to time as contemplated by this Agreement. Until all amounts payable in respect
      of the Notes have been paid in full and the Servicer otherwise has fulfilled
      its
      obligations under this Agreement, the Indenture Trustee shall also retain
      possession and custody of each Mortgage File in accordance with and subject
      to
      the terms and conditions of this Agreement. The Servicer shall promptly deliver
      or cause the Servicer to deliver to the Indenture Trustee, upon the execution
      or
      receipt thereof the originals of the primary mortgage insurance policies and
      any
      certificates of renewal thereof, and such other documents or instruments that
      constitute portions of the Mortgage File that come into the possession of the
      Servicer from time to time.

     

    Section
      4.23.   Compensation
      to the Servicer.
      [Pursuant to Section 4.07(d), all income and gain realized from any investment
      of funds in the Collection Account shall be for the benefit of the Servicer
      as
      compensation. Notwithstanding the foregoing, the Servicer shall deposit in
      the
      Collection Account, on or before the related Payment Date, an amount equal
      to
      the lesser of (i) its servicing compensation with respect to such Payment
      Date and (ii) the amount of any Compensating Interest Payment required to be
      paid by the Servicer with respect to such Payment Date pursuant to this
      Agreement. [As consideration for servicing the Mortgage Loans subject to this
      Agreement, the Servicer shall be paid in the aggregate the relevant Servicing
      Fee for each Mortgage Loan remaining subject to this Agreement during any month
      or part thereof. Such Servicing Fee shall be payable monthly and retained by
      the
      Servicer, or as otherwise provided in Section 4.08(i)]. The obligation of the
      Issuer to pay the Servicing Fee is limited to, and the Servicing Fee is payable
      from, the interest portion (including recoveries with respect to interest from
      Liquidation Proceeds) of such Scheduled Payment collected by the Servicer,
      or as
      otherwise provided in Section 4.08(i). Additional servicing compensation in
      the
      form of Ancillary Income shall be retained by the Servicer and is not required
      to be deposited in the Collection Account.

     

    The
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its servicing activities hereunder and shall not be entitled to reimbursement
      thereof except as specifically provided for herein.

     

    The
      Servicing Fee payable to or retained by the Servicer with respect to any
      Collection Period shall be reduced by the aggregate Prepayment Interest
      Shortfall Amount for the related Prepayment Period required to be deposited
      in
      the Collection Account on the related Servicer Remittance Date. The Servicer
      shall be obligated to remit on each Servicer Remittance Date the aggregate
      Prepayment Interest Shortfall Amount, only up to an amount equal to in the
      aggregate the Servicing Fee the Servicer is entitled to receive for such
      Collection Period.] The Servicer shall be required to pay all expenses incurred
      by it in connection with its activities hereunder and shall not be entitled
      to
      reimbursement therefor except as provided in this Agreement.]

     

    Section
      4.24.   [Reserved]

     

    Section
      4.25.   Reports
      to the Indenture Trustee.

     

    (a)  Not
      later
      than [30] days after each Payment Date, the Trust Administrator shall, upon
      request, forward to the Indenture Trustee a statement, deemed to have been
      certified by a officer of the Trust Administrator, setting forth the status
      of
      the Collection Account maintained by the Trust Administrator as of the close
      of
      business on the related Payment Date, indicating that all payments required
      by
      this Agreement to be made by the Trust Administrator have been made (or if
      any
      required payment has not been made by the Trust Administrator, specifying the
      nature and status thereof) and showing, for the period covered by such
      statement, the aggregate of deposits into and withdrawals from the Collection
      Account maintained by the Trust Administrator. Copies of such statement shall
      be
      provided by the Trust Administrator, upon request, to the Depositor, Attention:
      _______ 200_-__ and any Noteholders (or by the Indenture Trustee at the Trust
      Administrator’s expense if the Trust Administrator shall fail to provide such
      copies to the Noteholders (unless (i) the Trust Administrator shall have failed
      to provide the Indenture Trustee with such statement or (ii) the Indenture
      Trustee has no actual knowledge of the Trust Administrator’s failure to provide
      such statement)).

     

    (b)  Not
      later
      than [two] Business Days following each Payment Date, the Trust Administrator
      shall deliver to one Person designated by the Depositor, in a format consistent
      with other electronic loan level reporting supplied by the Servicer in
      connection with similar transactions, “loan level” information with respect to
      the Mortgage Loans as of the related Determination Date, to the extent that
      such
      information has been provided to the Servicer or by the Depositor.

     

    (c)  All
      information, reports and statements prepared by the Servicer under this
      Agreement shall be based on information supplied to the Servicer without
      independent verification thereof and the Servicer shall be entitled to rely
      on
      such information.

     

    Section
      4.26.   Annual
      Officer’s Certificate as to Compliance.

     

    (a)  The
      Servicer shall deliver to the Indenture Trustee and the Depositor no later
      than
      the 15th
      of March
      of each calendar year, commencing in March 200_, an Officer’s Certificate,
      certifying that with respect to the period ending on the immediately preceding
      December 31: (i) a review of the activities of such Person during the preceding
      calendar year or portion thereof has been made under such Servicing Officer’s
      supervision and (ii) to the best of such Servicing Officer’s knowledge, based on
      such review, such Person has fulfilled 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 Servicing Officer and the nature and status
      thereof.

     

    (b)  Copies
      of
      such statements shall be provided to any Noteholder upon request, by the
      Servicer or by the Indenture Trustee at the Servicer’s expense if the Servicer
      failed to provide such copies (unless (i) the Servicer shall have failed to
      provide the Indenture Trustee with such statement or (ii) the Indenture Trustee
      has no actual knowledge of the Servicer’s failure to provide such
      statement).

     

    Section
      4.27.   Inspection.

     

    The
      Servicer shall provide the Indenture Trustee, upon [five] Business Days’ advance
      notice, during normal business hours, access to all records maintained by the
      Servicer in respect of its rights and obligations hereunder and reasonable
      access to officers of the Servicer responsible for such obligations. Upon
      request, the Servicer shall furnish to the Indenture Trustee its most recent
      publicly available financial statements and such other information relating
      to
      its capacity to perform its obligations under this Agreement. Notwithstanding
      anything to the contrary in this Section 4.27, nothing in this Agreement
      shall limit the obligation of the Servicer to observe any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of the Servicer to provide access as provided in this Section 4.27 as a
      result of such obligation shall not constitute a breach of this
      Section 4.27.

     

    Section
      4.28.   Merger
      or Consolidation.
      Any
      Person into which the Servicer may be merged or consolidated, or any Person
      resulting from any merger, conversion, other change in form or consolidation
      to
      which the Servicer shall be a party, or any Person succeeding to the business
      of
      the Servicer, shall be the successor to the Servicer hereunder, without the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding; provided, however,
      that the
      successor or resulting Person to the Servicer shall be a Person that shall
      be
      qualified and approved (or that have an Affiliate that is qualified and
      approved) to service mortgage loans for Fannie Mae or FHLMC and shall have
      a net
      worth of not less than $[15,000,000].

     

    As
      a
      condition to the effectiveness of any merger or consolidation, at least 15
      calendar days prior to the effective date of any merger or consolidation of
      the
      Servicer, the Servicer shall provide (x) written notice to the Depositor of
      any
      successor pursuant to this Section and (y) in writing and in form and substance
      reasonably satisfactory to the Depositor, all information reasonably requested
      by the Depositor in order to comply with its reporting obligation under Item
      6.02 of Form 8-K with respect to the resignation of the Servicer.

     

    Section
      4.29.   Resignation
      of Servicer.
      Except
      as otherwise provided in Sections 4.28 and this Section 4.29 hereof, the
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      unless it determines that the Servicer’s duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it and cannot be cured.
      Any such determination permitting the resignation of the Servicer shall be
      evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Indenture Trustee. No such resignation shall become effective
      until (a) the Indenture Trustee shall have assumed, or a successor servicer
      shall have been appointed by the Indenture Trustee and until such successor
      shall have assumed, the Servicer’s responsibilities and obligations under this
      Agreement and (b) the Depositor shall have received the information described
      in
      the following sentence. As a condition to the effectiveness of any such
      resignation, at least 15 calendar days prior to the effective date of such
      resignation, the Servicer shall provide (x) written notice to the Depositor
      of
      any successor pursuant to this Section and (y) in writing and in form and
      substance reasonably satisfactory to the Depositor, all information reasonably
      requested by the Depositor in order to comply with its reporting obligation
      under Item 6.02 of Form 8-K with respect to a successor servicer. Notice of
      such
      resignation shall be given promptly by the Servicer and the Depositor to the
      Indenture Trustee.

     

    Section
      4.30.   Assignment
      or Delegation of Duties by the Servicer.
      Except
      as expressly provided herein, the Servicer shall not assign or transfer any
      of
      its rights, benefits or privileges hereunder to any other Person, or delegate
      to
      or subcontract with, or authorize or appoint any other Person to perform any
      of
      the duties, covenants or obligations to be performed by the Servicer hereunder,
      unless the Indenture Trustee and the Depositor shall have consented to such
      action; provided, however,
      that the
      Servicer shall have the right without the prior written consent of the Indenture
      Trustee or the Depositor to delegate or assign to or subcontract with or
      authorize or appoint an Affiliate of the Servicer to perform and carry out
      any
      duties, covenants or obligations to be performed and carried out by the Servicer
      hereunder. In no case, however, shall any such delegation, subcontracting or
      assignment to an Affiliate of the Servicer relieve the Servicer of any liability
      hereunder. Notice of such permitted assignment shall be given promptly by the
      Servicer to the Depositor and the Indenture Trustee. If, pursuant to any
      provision hereof, the duties of the Servicer are transferred to a successor
      servicer, the entire amount of compensation payable to the Servicer pursuant
      hereto, including amounts payable to or permitted to be retained or withdrawn
      by
      the Servicer pursuant to Section 4.23 hereof, shall thereafter be payable to
      such successor servicer.

     

    Section
      4.31.   Limitation
      on Liability of the Servicer and Others.

     

    (a)  The
      Servicer undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement.

     

    (b)  No
      provision of this Agreement shall be construed to relieve the Servicer from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided, however,
      that the
      duties and obligations of the Servicer shall be determined solely by the express
      provisions of this Agreement, the Servicer shall not be liable except for the
      performance of such duties and obligations as are specifically set forth in
      this
      Agreement; no implied covenants or obligations shall be read into this Agreement
      against the Servicer and, in absence of bad faith on the part of the Servicer,
      the Servicer may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Servicer and conforming to the requirements of this
      Agreement.

     

    (c)  Neither
      the Servicer nor any of the directors, officers, employees or agents of the
      Servicer shall be under any liability to the Indenture Trustee or the
      Noteholders for any action taken or for refraining from the taking of any action
      in good faith pursuant to this Agreement, or for errors in judgment;
provided, however,
      that
      this provision shall not protect the Servicer or any such person against any
      liability that would otherwise be imposed by reason of willful misfeasance,
      bad
      faith or negligence in its performance of its duties or by reason of reckless
      disregard for its obligations and duties under this Agreement. The Servicer
      and
      any director, officer, employee or agent of the Servicer shall be entitled
      to
      indemnification by the Trust Estate and will be held harmless against any loss,
      liability or expense incurred in connection with any legal action relating
      to
      this Agreement, the Notes or any other Operative Agreement other than any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence in the performance of his or its duties hereunder or by reason of
      reckless disregard of his or its obligations and duties hereunder. The Servicer
      and any director, officer, employee or agent of the Servicer may rely in good
      faith on any document of any kind prima facie properly executed and submitted
      by
      any Person respecting any matters arising hereunder. The Servicer shall be
      under
      no obligation to appear in, prosecute or defend any legal action that is not
      incidental to its duties to service the Mortgage Loans in accordance with this
      Agreement and that in its opinion may involve it in any expenses or liability;
      provided, however,
      that the
      Servicer may in its sole discretion undertake any such action that it may deem
      necessary or desirable with respect to this Agreement and the rights and duties
      of the parties hereto and the interests of the Noteholders hereunder. In such
      event, the legal expenses and costs of such action and any liability resulting
      therefrom shall be expenses, costs and liabilities of the Issuer and the
      Servicer shall be entitled to be reimbursed therefor out of the Collection
      Account it maintains as provided by Section 4.14.

     

    Section
      4.32.   Indemnification;
      Third Party Claims.
      The
      Servicer agrees to indemnify the Depositor, the Issuer, the Indenture Trustee,
      the Owner Trustee and the Servicer and hold them harmless against any and all
      claims, losses, penalties, fines, forfeitures, legal fees and related costs,
      judgments, and any other costs, liability, fees and expenses that the Depositor,
      the Issuer, the Indenture Trustee, the Owner Trustee or the Servicer may sustain
      as a result of the failure of the Servicer to perform its duties and service
      the
      Mortgage Loans in compliance with the terms of this Agreement. The Depositor,
      the Issuer, the Indenture Trustee, the Owner Trustee and the Servicer shall
      immediately notify the Servicer if a claim is made by a third party with respect
      to this Agreement, the Mortgage Loans entitling the Depositor, the Issuer,
      the
      Indenture Trustee, the Owner Trustee or the Servicer to indemnification under
      this Section 4.32, whereupon the Servicer shall assume the defense of any such
      claim and pay all expenses in connection therewith, including counsel fees,
      and
      promptly pay, discharge and satisfy any judgment or decree which may be entered
      against it or them in respect of such claim. The failure to provide such
      immediate notice shall not affect the Servicer’s obligation pursuant to this
      Section 4.32 to indemnify the Depositor, the Issuer, the Indenture Trustee,
      the
      Owner Trustee and the Servicer, except to the extent that the Servicer is
      materially prejudiced by such failure to notify.

     

    Section
      4.33.   Alternative
      Index.
      In the
      event that the Servicer notifies the Servicer in writing that the Index for
      any
      Mortgage Loan, as specified in the related Mortgage Note, becomes unavailable
      for any reason, the Servicer shall select an alternative index in accordance
      with the terms of such Mortgage Note or, if such Mortgage Note does not make
      provision for the selection of an alternative index in such event, the Servicer
      shall, subject to applicable law, select an alternative index based on
      information comparable to that used in connection with the original Index and,
      in either case, such alternative index shall thereafter be the Index for such
      Mortgage Loan.

     

    Section
      4.34.   Miscellaneous
      Servicing Provisions.

     

    (a)  Protection
      of Confidential Information.
      The
      Servicer shall keep confidential and shall not divulge to any party, without
      the
      Seller’s prior written consent, any nonpublic information pertaining to the
      Mortgage Loans or any borrower thereunder, except to the extent that it is
      appropriate for the Servicer to do so in working with legal counsel, special
      servicers, auditors, taxing authorities or other governmental
      agencies.

     

    (b)  No
      Personal Solicitation.
      For as
      long as the Servicer services the Mortgage Loans, it covenants that it will
      not,
      and that it will ensure that its affiliates and agents will not, directly
      solicit or provide information for any other party to solicit for prepayment
      or
      refinancing of any of the Mortgage Loans by the related mortgagors. It is
      understood that promotions undertaken by the Servicer which are directed to
      the
      general public at large, or certain segments thereof, shall not constitute
      solicitation as that term is used in this Section 4.34(b).

     

    (c)  Intention
      of the Parties.
      It is
      the intention of the Seller and the Servicer that the Seller is conveying,
      and
      the Servicer is receiving, only a contract for servicing the Mortgage Loans.
      Accordingly, the parties hereby acknowledge that the Trust remains the sole
      and
      absolute owner of the Mortgage Loans (other than the servicing rights) and
      all
      rights related thereto, subject to the lien of the Indenture.

     

    Section
      4.35.   [Reserved].

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

     

    DEPOSITS
      AND PAYMENTS TO HOLDERS

     

    Section
      5.01.   The
      Collection Account.

     

    (a)  The
      Trust
      Administrator shall establish and maintain in the name of the Notes Intermediary
      the Collection Account as provided in Section 4.07, which account shall be
      pledged to the Indenture Trustee for the benefit of the
      Noteholders.

     

    (b)  The
      Trust
      Administrator shall make withdrawals from the Collection Account only for the
      purposes set forth in Section 4.08.

     

    Section
      5.02.   Payments
      from the Collection Account.

     

    (a)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall withdraw from the Collection Account the Total
      Remittance Amount (to the extent such amount is on deposit in the Collection
      Account) and shall pay such amount as specified in this Section. All allocations
      and payments made between and with respect to [Pool 1], [Pool 2] and [Pool
      3] in
      this Section shall be made concurrently.]

     

    (b)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall pay the Interest Remittance Amount for [Pool 1]
      for
      such date [in the following order of priority] in accordance with the report
      of
      the Trust Administrator:

     

    (i)  from
      the
      Interest Remittance Amount for [Pool 1], [concurrently] to the [Class AF-5B]
      Insurer, the [Class AF-5B] Premium for such Payment Date and to each Class
      of
      [Group AF] Notes, the Current Interest and Interest Carry Forward Amount for
      each such Class and such Payment Date, [pro rata], based on their respective
      entitlements,

     

    (ii)  from
      the
      remaining Interest Remittance Amount for [Pool 1], [sequentially]:

     

    (a) to
      the
      [Class AF-5B] Insurer, any [Class AF-5B] Reimbursement Amount,

     

    (b) to
      the
      [Class MF-1] Notes, the Current Interest for such Class,

     

    (c) to
      the
      [Class MF-2] Notes, the Current Interest for such Class,

     

    (d) to
      the
      [Class MF-3] Notes, the Current Interest for such Class,

     

    (e) to
      the
      [Class MF-4] Notes, the Current Interest for such Class,

     

    (f) to
      the
      [Class MF-5] Notes, the Current Interest for such Class,

     

    (g) to
      the
      [Class MF-6] Notes, the Current Interest for such Class,

     

    (h) to
      the
      [Class MF-7] Notes, the Current Interest for such Class,

     

    (i) to
      the
      [Class MF-8] Notes, the Current Interest for such Class,


     

    (j) to
      the
      Class [BF] Notes, the Current Interest for such Class, and

     

    (k) [any
      remainder as part of the Fixed Rate Pool Excess Cashflow.]

     

    (c)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall pay the Interest Remittance Amount for [Pool 2]
      and
      [Pool 3] for such date [in the following order of priority] in accordance with
      the report of the Trust Administrator:

     

    (i)  [concurrently]:

     

    (a) from
      Interest Remittance Amount for [Pool 2], [concurrently] to each Class of [Group
      2-AV] Notes, the Current Interest and Interest Carry Forward Amount for each
      such Class and such Payment Date, [pro rata], based on their respective
      entitlements,

     

    (b) from
      Interest Remittance Amount for [Pool 3], [concurrently] to each Class of [Group
      3-AV] Notes, the Current Interest and Interest Carry Forward Amount for each
      such Class and such Payment Date, [pro rata], based on their respective
      entitlements,

     

    (ii)  from
      the
      remaining Interest Remittance Amount for [Pool 2] and [Pool 3], to each Class
      of
      [Group AV] Notes, any remaining Current Interest and Interest Carry Forward
      Amount not paid pursuant to Section 5.02(c)(i), [pro rata], based on the Note
      Principal Amounts thereof, to the extent needed to pay any Current Interest
      and
      Interest Carry Forward Amount for each such Class; provided that Interest
      Remittance Amount remaining after such allocation to pay any Current Interest
      and Interest Carry Forward Amount based on the Note Principal Amounts of the
      Notes will be distributed to each Class of [Group AV] Notes with respect to
      which there remains any unpaid Current Interest and Interest Carry Forward
      Amount (after the distribution based on Note Principal Amounts), [pro rata],
      based on the amount of such remaining unpaid Current Interest and Interest
      Carry
      Forward Amount,

     

    (iii)  from
      the
      remaining Interest Remittance Amount for [Pool 2] and [Pool 3],
      [sequentially]:

     

    (a) to
      the
      [Class MV-1] Notes, the Current Interest for such Class,

     

    (b) to
      the
      [Class MV-2] Notes, the Current Interest for such Class,

     

    (c) to
      the
      [Class MV-3] Notes, the Current Interest for such Class,

     

    (d) to
      the
      [Class MV-4] Notes, the Current Interest for such Class,

     

    (e) to
      the
      [Class MV-5] Notes, the Current Interest for such Class,

     

    (f) to
      the
      [Class MV-6] Notes, the Current Interest for such Class,

     

    (g) to
      the
      [Class MV-7] Notes, the Current Interest for such Class,

     

    (i) to
      the
      [Class MV-8] Notes, the Current Interest for such Class,


     

    (j) to
      the
      Class [BV] Notes, the Current Interest for such Class, and

     

    (k) [any
      remainder as part of the Adjustable Rate Pool Excess Cashflow.]

     

    (d)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall pay the Principal Remittance Amount for [Pool 1]
      (with the Principal Distribution Amount exclusive of the portion thereof
      consisting of the Extra Principal Distribution Amount being applied first and
      the Extra Principal Distribution Amount being applied thereafter) for such
      date
      in accordance with the report of the Trust Administrator [as
      follows]:

     

    (i)  with
      respect to any Payment Date prior to the Fixed Rate Stepdown Date or on which
      a
      Fixed Rate Trigger Event is in effect, from the Principal Distribution Amount
      for [Pool 1], [sequentially]:

     

    (A) to
      the
      [Class AF] Notes and to the [Class AF-5B] Insurer, in the order and priorities
      set forth in clause (3)(A) below,

     

    (B) to
      the
      [Class MF-1] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (C) to
      the
      [Class MF-2] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (D) to
      the
      [Class MF-3] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (E) to
      the
      [Class MF-4] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (F) to
      the
      [Class MF-5] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (G) to
      the
      [Class MF-6] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (H) to
      the
      [Class MF-7] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (I) to
      the
      [Class MF-8] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (J) to
      the
      [Class BF] Notes, until the Note Principal Amount thereof is reduced to zero,
      and

     

    (K) [any
      remainder as part of the Fixed Rate Pool Excess Cashflow].

     

    (ii)  with
      respect to any Payment Date on or after the Fixed Rate Stepdown Date and so
      long
      as a Fixed Rate Trigger Event is not in effect from the Principal Distribution
      Amount for [Pool 1], [sequentially]:

     

    (A) in
      an
      amount up to the [Group AF] Principal Distribution Amount, to the [Group AF]
      Notes in the order and priorities set forth in clause (iii)(B) below, until
      the
      Note Principal Amounts thereof are reduced to zero,

     

    (B) to
      the
      [Class AF-5B] Insurer, any remaining [Class AF-5B] Premium and any remaining
      [Class AF-5B] Reimbursement Amount, in each case that has not been paid from
      Interest Remittance Amount for [Pool 1] for such Payment Date,

     

    (C) to
      the
      [Class MF-1] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (D) to
      the
      [Class MF-2] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (E) to
      the
      [Class MF-3] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (F) to
      the
      [Class MF-4] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (G) to
      the
      [Class MF-5] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (H) to
      the
      [Class MF-6] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (I) to
      the
      [Class MF-7] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (J) to
      the
      [Class MF-8] Notes, the Fixed Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (K) to
      the
      [Class BF] Notes, the Fixed Rate Subordinate Class Principal Distribution Amount
      for such Class until the Note Principal Amount thereof is reduced to zero,
      and

     

    (L) [any
      remainder as part of the Fixed Rate Pool Excess Cashflow].

     

    (iii)  On
      each
      Payment Date on which any principal amounts are to be distributed to the [Group
      AF] Notes and the [Class AF-5B] Insurer pursuant to clause (i)(A) or to the
      [Group AF] Notes pursuant to clause (ii)(A) above, such amounts shall be
      distributed to the [Group AF] Notes and, if applicable, the [Class AF-5B]
      Insurer, [in the following order of priority]:

     

    (A) For
      each
      Payment Date prior to the Fixed Rate Stepdown Date or on which a Fixed Rate
      Trigger Event is in effect,

     

    (1)  the
      NAS
      Principal Distribution Amount to the [Class AF-6] Notes, until the Note
      Principal Amount thereof is reduced to zero,

     

    (2)  [concurrently],
      to the [Class AF-1A] and [Class AF-1B] Notes, [pro rata] based on their
      respective Note Principal Amounts, until their respective Note Principal Amounts
      are reduced to zero,

     

    (3)  [sequentially],
      to the [Class AF-2], [Class AF-3] and [Class AF-4] Notes, in that order, in
      each
      case until the Note Principal Amount thereof is reduced to zero,

     

    (4)  [concurrently],
      to the [Class AF-5A] Notes and the [Class AF-5B] Insurer, [pro rata] (based
      on,
      with respect to clause (x), the Note Principal Amount of the [Class AF-5A]
      Notes, and with respect to clause (y), the Note Principal Amount of the [Class
      AF-5B] Notes):

     

    (a) to
      the
      [Class AF-5A] Notes, until the Note Principal Amount thereof is reduced to
      zero,
      and

     

    (b) [sequentially]:

     

    (i) to
      the
      [Class AF-5B] Insurer, any remaining [Class AF-5B] Premium that has not been
      paid from Interest Remittance Amount for [Pool 1] for such Payment Date,
      and

     

    (ii) to
      the
      [Class AF-5B] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (5)  to
      the
      [Class AF-6] Notes without regard to the NAS Principal Distribution Amount,
      until the Note Principal Amount thereof is reduced to zero, and

     

    (6)  to
      the
      [Class AF-5B] Insurer, any remaining [Class AF-5B] Reimbursement Amount that
      has
      not been paid from Interest Remittance Amount for [Pool 1] for such Payment
      Date.

     

    (B) For
      each
      Payment Date on or after the Fixed Rate Stepdown Date and so long as a Fixed
      Rate Trigger Event is not in effect,

     

    (1)  the
      NAS
      Principal Distribution Amount to the [Class AF-6] Notes, until the Note
      Principal Amount thereof is reduced to zero,

     

    (2)  [concurrently],
      to the [Class AF-1A] and [Class AF-1B] Notes, [pro rata] based on their
      respective Note Principal Amounts, until their respective Note Principal Amounts
      are reduced to zero,

     

    (3)  [sequentially],
      to the [Class AF-2], [Class AF-3] and [Class AF-4] Notes, in that order, in
      each
      case until the Note Principal Amount thereof is reduced to zero,

     

    (4)  [concurrently],
      to the [Class AF-5A] Notes and the [Class AF-5B] Notes, [pro rata], based on
      the
      Note Principal Amounts thereof, until the Note Principal Amounts thereof are
      reduced to zero, and

     

    (5)  to
      the
      [Class AF-6] Notes without regard to the NAS Principal Distribution Amount,
      until the Note Principal Amount thereof is reduced to zero.

     

    [Notwithstanding
      the foregoing order of priority, on any Payment Date on which the aggregate
      Note
      Principal Amount of the [Group AF] Notes is greater than the sum of the
      aggregate Stated Principal Balance of the Mortgage Loans in [Pool 1] and any
      amount on deposit in the Supplemental Loan Account in respect of [Pool 1],
      any
      principal amounts to be distributed to the [Group AF] Notes and the [Class
      AF-5B] Insurer shall be distributed first, [concurrently] to each Class of
      [Group AF] Notes, [pro rata], based on the Note Principal Amounts thereof,
      in
      each case until the Note Principal Amount thereof is reduced to zero, and
      second, to the [Class AF-5B] Insurer, any remaining [Class AF-5B] Premium and
      any remaining [Class AF-5B] Reimbursement Amount].]

     

    (e)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall pay the Principal Remittance Amount for [Pool 2]
      and
      [Pool 3] (with the Principal Distribution Amount exclusive of the portion
      thereof consisting of the Extra Principal Distribution Amount being applied
      first and the Extra Principal Distribution Amount being applied thereafter)
      for
      such date in accordance with the report of the Trust Administrator [as
      follows]:

     

    (i)  with
      respect to any Payment Date prior to the Adjustable Rate Stepdown Date or on
      which an Adjustable Rate Trigger Event is in effect,
      [sequentially]:

     

    (A) [concurrently]:

     

    (1) from
      the
      Principal Distribution Amount for [Pool 2], [sequentially]:

     

    (a) to
      each
      Class of [Group 2-AV] Notes, in the order and priorities set forth in Section
      5.02(e)(iii) below, until the Note Principal Amounts thereof are reduced to
      zero; and

     

    (b) to
      each
      Class of [Group 3-AV] Notes (after the distribution of the Principal
      Distribution Amount from [Pool 3] as provided in Section 5.02(d)(1)(A)(ii)(a)
      below), in the order and priorities set forth in Section 5.02(d)(4) below,
      until
      the Note Principal Amounts thereof are reduced to zero;

     

    (2) from
      the
      Principal Distribution Amount for [Pool 3], [sequentially]:

     

    (a) to
      each
      Class of [Group 3-AV] Notes, in the order and priorities set forth in Section
      5.02(d)(4) below, until the Note Principal Amounts thereof are reduced to zero;
      and

     

    (b) to
      each
      Class of [Group 2-AV] Notes (after the distribution of the Principal
      Distribution Amount from [Pool 2] as provided in Section 5.02(e)(i)(A)(1)(a)
      above), in the order and priorities set forth in Section 5.02(e)(3) below,
      until
      the Note Principal Amounts thereof are reduced to zero;

     

    (B) from
      the
      remaining Principal Distribution Amounts for [Pool 2] and [Pool 3],
      [sequentially]:

     

    (1) to
      the
      [Class MV-1] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (2) to
      the
      [Class MV-2] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (3) to
      the
      [Class MV-3] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (4) to
      the
      [Class MV-4] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (5) to
      the
      [Class MV-5] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (6) to
      the
      [Class MV-6] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (7) to
      the
      [Class MV-7] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (8) to
      the
      [Class MV-8] Notes, until the Note Principal Amount thereof is reduced to
      zero,

     

    (9) to
      the
      [Class BV] Notes, until the Note Principal Amount thereof is reduced to zero,
      and

     

    (10) [any
      remainder as part of the Adjustable Rate Pool Excess Cashflow].

     

    (ii)  with
      respect to any Payment Date on or after the Adjustable Rate Stepdown Date and
      so
      long as an Adjustable Rate Trigger Event is not in effect, from the Principal
      Distribution Amounts for [Pool 2] and [Pool 3], [sequentially]:

     

    (A) in
      an
      amount up to the [Group AV] Principal Distribution Target Amount, [pro rata]
      based on the related [Group AV] Principal Distribution Allocation Amount for
      the
      [Group 2-AV] Notes and the [Group 3-AV] Notes, respectively, [concurrently],
      to
      (I) each Class of [Group 2-AV] Notes, in an amount up to the [Group 2-AV]
      Principal Distribution Amount in the order and priorities set forth in clause
      (3) below, until the Note Principal Amounts thereof are reduced to zero and
      (II)
      each Class of [Group 3-AV] Notes, in an amount up to the [Group 3-AV] Principal
      Distribution Amount in the order and priorities set forth in clause (4) below,
      until the Note Principal Amounts thereof are reduced to zero; provided, however,
      that if the aggregate Note Principal Amount of the [Group 2-AV] Notes or [Group
      3-AV] Notes is reduced to zero then any remaining unpaid [Group AV] Principal
      Distribution Target Amount will be distributed to the remaining [Group AV]
      Notes
      in the order and priorities set forth in clause (3) or clause (4) below, as
      the
      case may be,

     

    (B) to
      the
      [Class MV-1] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (C) to
      the
      [Class MV-2] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (D) to
      the
      [Class MV-3] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (E) to
      the
      [Class MV-4] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (F) to
      the
      [Class MV-5] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero,

     

    (G) to
      the
      [Class MV-6] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero

     

    (H) to
      the
      [Class MV-7] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero

     

    (I) to
      the
      [Class MV-8] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero

     

    (J) to
      the
      [Class BV] Notes, the Adjustable Rate Subordinate Class Principal Distribution
      Amount for such Class until the Note Principal Amount thereof is reduced to
      zero, and

     

    (K) [any
      remainder as part of the Adjustable Rate Pool Excess Cashflow].

     

    (iii)  On
      each
      Payment Date on which any principal amounts are to be distributed to the [Group
      2-AV] Notes, such amounts shall be distributed [concurrently], to the [Class
      2-AV-1] and [Class 2-AV-2] Notes [pro rata], based on the Note Principal Amounts
      thereof, in each case until the Note Principal Amount thereof is reduced to
      zero; provided, however, that if a Group [2] Sequential Trigger Event is in
      effect, then any principal amounts to be distributed to the [Class 2-AV] Notes
      will be distributed [sequentially], to the [Class 2-AV-1] and [Class 2-AV-2]
      Notes, in that order, in each case until the Note Principal Amount thereof
      is
      reduced to zero.

     

    (iv)  On
      each
      Payment Date on which any principal amounts are to be distributed to the [Group
      3-AV] Notes, such amounts shall be distributed [sequentially], to the [Class
      3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes, in that order,
      in each case until the Note Principal Amount thereof is reduced to zero;
      provided, however, that on any Payment Date on which (x) the aggregate Note
      Principal Amount of the [Group AV] Notes is greater than the sum of the
      aggregate Stated Principal Balance of the Adjustable Rate Mortgage Loans and
      (y)
      the aggregate Note Principal Amount of the [Group 3-AV] Notes is greater than
      the sum of the aggregate Stated Principal Balance of the [Pool 3] Mortgage
      Loans, any principal amounts to be distributed to the [Group 3-AV] Notes will
      be
      distributed [pro rata], based on the Note Principal Amounts thereof, in each
      case until the Note Principal Amount thereof is reduced to zero.]

     

    (f)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall pay the Fixed Rate Pool Excess Cashflow for such
      date
      and, in the case of clauses (1), (3), (5), (7), (9), (11), (13), (15), (17)
      and
      (19) below, any amounts in the Credit Comeback Excess Account available for
      such
      Payment Date, shall be paid to the Classes of Notes [in the following order
      of
      priority], in each case first to the extent of the remaining Credit Comeback
      Excess Cashflow, if applicable, and second to the extent of the remaining Fixed
      Rate Pool Excess Cashflow:

     

    (i)  to
      the
      Holders of the Class or Classes of [Group AF] Notes and Fixed Rate Subordinate
      Notes then entitled to receive distributions in respect of principal, in an
      amount equal to the Extra Principal Distribution Amount for [Pool 1], payable
      to
      such Holders as part of the Principal Distribution Amount for [Pool 1] pursuant
      to Section 5.02(d) above; provided, however, that Credit Comeback Excess
      Cashflow (if any) shall only be distributed pursuant to this clause, if the
      Fixed Rate Overcollateralization Target Amount has at any previous time been
      met;

     

    (ii)  to
      the
      Holders of the [Class MF-1] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (iii)  to
      the
      Holders of the [Class MF-1] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (iv)  to
      the
      Holders of the [Class MF-2] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (v)  to
      the
      Holders of the [Class MF-2] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (vi)  to
      the
      Holders of the [Class MF-3] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (vii)  to
      the
      Holders of the [Class[MF-3] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (viii)  to
      the
      Holders of the [Class MF-4] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (ix)  to
      the
      Holders of the [Class MF-4] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (x)  to
      the
      Holders of the [Class MF-5] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xi)  to
      the
      Holders of the [Class MF-5] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xii)  to
      the
      Holders of the [Class MF-6] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xiii)  to
      the
      Holders of the [Class MF-6] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xiv)  to
      the
      Holders of the [Class MF-7] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xv)  to
      the
      Holders of the [Class MF-7] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xvi)  to
      the
      Holders of the [Class MF-8] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xvii)  to
      the
      Holders of the [Class MF-8] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xviii)  to
      the
      Holders of the [Class BF] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xix)  to
      the
      Holders of the [Class BF] Notes, in an amount equal to the Unpaid Realized
      Loss
      Amount for such Class;

     

    (xx)  to
      each
      Class of [Class AF] Notes and Fixed Rate Subordinate Notes (in the case of
      the
      [Class AF-1A] Notes after application of [Class AF-1A] Cap Agreement to cover
      Net Rate Carryover), [pro rata] based on the Note Principal Amounts thereof,
      to
      the extent needed to pay any unpaid Net Rate Carryover for each such Class;
      and
      then any Fixed Rate Pool Excess Cashflow remaining after such allocation to
      pay
      Net Rate Carryover based on the Note Principal Amounts of the Notes shall be
      distributed to each Class of [Class AF] Notes and Fixed Rate Subordinate Notes
      with respect to which there remains any unpaid Net Rate Carryover, [pro rata],
      based on the amount of such unpaid Net Rate Carryover;

     

    (xxi)  if
      the
      Adjustable Rate Overcollateralization Target Amount has at any previous time
      been met, to the Holders of the Class or Classes of [Class AV] Notes and
      Adjustable Rate Subordinate Notes then entitled to receive distributions in
      respect of principal, payable to such Holders as part of the Principal
      Distribution Amount as described under Section 5.02(e) above, in an amount
      equal
      to the Extra Principal Distribution Amount for [Pool 2] and [Pool 3] not covered
      by the Adjustable Rate Pool Excess Cashflow allocated [pro rata] based on the
      Extra Principal Distribution Amount for [Pool 2] and [Pool 3] not covered by
      the
      Adjustable Rate Pool Excess Cashflow;

     

    (xxii)  to
      the
      holders of the [Class 2-AV-2] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class 2-AV-2] Notes remaining undistributed after
      application of the Adjustable Rate Pool Excess Cashflow;

     

    (xxiii)  to
      the
      Holders of the [Class MV-1] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-1] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxiv)  to
      the
      Holders of the [Class MV-2] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-2] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxv)  to
      the
      Holders of the [Class MV-3] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-3] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxvi)  to
      the
      Holders of the [Class MV-4] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-4] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxvii)  to
      the
      Holders of the [Class MV-5] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-5] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxviii)  to
      the
      Holders of the [Class MV-6] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-6] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxix)  to
      the
      Holders of the [Class MV-7] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-7] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxx)  to
      the
      Holders of the [Class MV-8] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MV-8] Notes remaining undistributed after application
      of the Adjustable Rate Pool Excess Cashflow;

     

    (xxxi)  to
      the
      Holders of the [Class BV] Notes, in an amount equal to the Unpaid Realized
      Loss
      Amount for the [Class BV] Notes remaining undistributed after application of
      the
      Adjustable Rate Pool Excess Cashflow; and

     

    (xxxii)  
      any
      amounts remaining shall be paid by the Trust Administrator to the Ownership
      Certificate.

     

    (g)  [On
      each
      Payment Date, the Trust Administrator (or the Paying Agent on behalf of the
      Trust Administrator) shall pay the Adjustable Rate Pool Excess Cashflow to
      the
      Classes of Notes [in the following order of priority]:

     

    (i)  to
      the
      Holders of the Class or Classes of [Group AV]Notes and Adjustable Rate
      Subordinate Notes then entitled to receive distributions in respect of
      principal, in an aggregate amount equal to the Extra Principal Distribution
      Amount for [Pool 2] and [Pool 3], payable to such Holders of each such Class
      as
      part of the Principal Distribution Amount for [Pool 2] and [Pool 3] pursuant
      to
      Section 5.02(e) above;

     

    (ii)  [pro
      rata], to the Holders of the [Class 2-AV-2] Notes, in an amount equal to the
      Unpaid Realized Loss Amount for such Class;

     

    (iii)  to
      the
      Holders of the [Class MV-1] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (iv)  to
      the
      Holders of the [Class MV-1] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (v)  to
      the
      Holders of the [Class MV-2] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (vi)  to
      the
      Holders of the [Class MV-2] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (vii)  to
      the
      Holders of the [Class MV-3] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (viii)  to
      the
      Holders of the [Class MV-3] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (ix)  to
      the
      Holders of the [Class MV-4] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (x)  to
      the
      Holders of the [Class MV-4] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xi)  to
      the
      Holders of the [Class MV-5] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xii)  to
      the
      Holders of the [Class MV-5] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xiii)  to
      the
      Holders of the [Class MV-6] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xiv)  to
      the
      Holders of the [Class MV-6] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xv)  to
      the
      Holders of the [Class MV-7] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xvi)  to
      the
      Holders of the [Class MV-7] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xvii)  to
      the
      Holders of the [Class MV-8] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xviii)  to
      the
      Holders of the [Class MV-8] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for such Class;

     

    (xix)  to
      the
      Holders of the [Class BV] Notes, in an amount equal to any Interest Carry
      Forward Amount for such Class;

     

    (xx)  to
      the
      Holders of the [Class BV] Notes, in an amount equal to the Unpaid Realized
      Loss
      Amount for such Class;

     

    (xxi)  to
      each
      Class of [Group AV] Notes and Adjustable Rate Subordinate Notes (in each case
      after application of amounts received under the applicable Interest Rate Cap
      Agreement to cover Net Rate Carryover), [pro rata] based on the Note Principal
      Amounts thereof, to the extent needed to pay any Net Rate Carryover for each
      such Class remaining after application of amounts under the applicable Interest
      Rate Cap Agreement; provided that any Adjustable Rate Pool Excess Cashflow
      remaining after such allocation to pay Net Rate Carryover based on the Note
      Principal Amounts of the Notes shall be distributed to each Class of [Group
      AV]Notes and Adjustable Rate Subordinate Notes with respect to which there
      remains any unpaid Net Rate Carryover (after the distribution based on Note
      Principal Amounts), [pro rata], based on the amount of such unpaid Net Rate
      Carryover;

     

    (xxii)  if
      the
      Fixed Rate Overcollateralization Target Amount has at any previous time been
      met, to the Holders of the Class or Classes of [Group AF] Notes and Fixed Rate
      Subordinate Notes then entitled to receive distributions in respect of
      principal, payable to such Holders as part of the Principal Distribution Amount
      pursuant to Section 5.02(d) above, in an amount equal to the Extra Principal
      Distribution Amount for [Pool 1] not covered by the Fixed Rate Pool Excess
      Cashflow or Credit Comeback Excess Cashflow;

     

    (xxiii)  to
      the
      Holders of the [Class MF-1] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the ]Class MF-1] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxiv)  to
      the
      Holders of the [Class MF-2] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-2] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxv)  to
      the
      Holders of the [Class MF-3] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-3] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxvi)  to
      the
      Holders of the [Class MF-4] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-4] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxvii)  to
      the
      Holders of the [Class MF-5] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-5] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxviii)  to
      the
      Holders of the [Class MF-6] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-6] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxix)  to
      the
      Holders of the [Class MF-7] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-7] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxx)  to
      the
      Holders of the [Class MF-8] Notes, in an amount equal to the Unpaid Realized
      Loss Amount for the [Class MF-8] Notes remaining undistributed after application
      of the Fixed Rate Pool Excess Cashflow and Credit Comeback Excess
      Cashflow;

     

    (xxxi)  to
      the
      Holders of the [Class BF] Notes, in an amount equal to the Unpaid Realized
      Loss
      Amount for the [Class BF] Notes remaining undistributed after application of
      the
      Fixed Rate Pool Excess Cashflow and Credit Comeback Excess Cashflow;
      and

     

    (xxxii)  
      any
      amounts remaining shall be paid by the Trust Administrator to the Ownership
      Certificate.

     

    (h)  On
      the
      Redemption Date, the Trust Administrator (or the Paying Agent on behalf of
      the
      Trust Administrator) shall pay to each Class of Notes the related Termination
      Price therefor, as set forth in the Indenture.

     

    Section
      5.03.   [Reserved].

     

    Section
      5.04.   Control
      of the Trust Account and Deferred Interest.

     

    (a)  The
      Depositor and the Issuer hereby appoint ____________________ as Securities
      Intermediary with respect to the Trust Account, and the Issuer has, pursuant
      to
      the Indenture, granted to the Indenture Trustee, for the benefit of the
      Noteholders, a security interest to secure all amounts due Noteholders hereunder
      in and to the Trust Account and the Security Entitlements to all Financial
      Assets credited to the Trust Account, including without limitation all amounts,
      securities, investments, Financial Assets, investment property and other
      property from time to time deposited in or credited to the Trust Account and
      all
      proceeds thereof. Amounts held from time to time in the Trust Account will
      continue to be held by the Securities Intermediary for the benefit of the
      Indenture Trustee, as collateral agent, for the benefit of the Noteholders.
      Upon
      the termination of the Issuer or the discharge of the Indenture, the Indenture
      Trustee shall inform the Securities Intermediary of such termination. By
      acceptance of their Notes or interests therein, the Noteholders shall be deemed
      to have appointed ____________________ as Securities Intermediary.
      ____________________ hereby accepts such appointment as Securities
      Intermediary.

     

    (b)  With
      respect to the Trust Account Property credited to the Trust Account, the
      Securities Intermediary agrees that:

     

    (i)  with
      respect to any Trust Account Property that is held in deposit accounts, each
      such deposit account shall be subject to the exclusive custody and control
      of
      the Securities Intermediary, and the Securities Intermediary shall have sole
      signature authority with respect thereto;

     

    (ii)  the
      sole
      assets permitted in the Trust Account shall be those as the Securities
      Intermediary agrees to treat as Financial Assets; and

     

    (iii)  any
      such
      Trust Account Property that is, or is treated as, a Financial Asset shall be
      physically delivered (accompanied by any required endorsements) to, or credited
      to an account in the name of, the Securities Intermediary or other eligible
      institution maintaining the Trust Account in accordance with the Securities
      Intermediary’s customary procedures such that the Securities Intermediary or
      such other institution establishes a Security Entitlement in favor of the
      Indenture Trustee with respect thereto over which the Securities Intermediary
      or
      such other institution has Control;

     

    (c)  The
      Securities Intermediary hereby confirms that (A) the Trust Account is an account
      to which Financial Assets are or may be credited, and the Securities
      Intermediary shall, subject to the terms of this Agreement, treat the Indenture
      Trustee, as collateral agent, as entitled to exercise the rights that comprise
      any Financial Asset credited to the Trust Account, (B) all Trust Account
      Property in respect of the Trust Account will be promptly credited by the
      Securities Intermediary to such account, and (C) all securities or other
      property underlying any Financial Assets credited to the Trust Account shall
      be
      registered in the name of the Securities Intermediary, endorsed to the
      Securities Intermediary or in blank or credited to another securities account
      maintained in the name of the Securities Intermediary and in no case will any
      Financial Asset credited to the Trust Account be registered in the name of
      the
      Depositor or the Issuer, payable to the order of the Depositor or the Issuer
      or
      specially endorsed to the Depositor or the Issuer, except to the extent the
      foregoing have been specially endorsed to the Securities Intermediary or in
      blank;

     

    (d)  The
      Securities Intermediary hereby agrees that each item of property (whether
      investment property, Financial Asset, security, instrument or cash) credited
      to
      the Trust Account shall be treated as a Financial Asset;

     

    (e)  If
      at any
      time the Securities Intermediary shall receive an Entitlement Order from the
      Indenture Trustee (or the Trust Administrator on its behalf) directing transfer
      or redemption of any Financial Asset relating to the Trust Account, the
      Securities Intermediary shall comply with such Entitlement Order without further
      consent by the Depositor, the Issuer or any other Person. If at any time the
      Indenture Trustee or the Trust Administrator notifies the Securities
      Intermediary in writing that the Issuer has been terminated or the Indenture
      discharged in accordance herewith and with the Trust Agreement or the Indenture,
      as applicable, and the security interest granted pursuant to the Indenture
      has
      been released, then thereafter if the Securities Intermediary shall receive
      any
      order from the Depositor or the Issuer directing transfer or redemption of
      any
      Financial Asset relating to the Trust Account, the Securities Intermediary
      shall
      comply with such Entitlement Order without further consent by the Indenture
      Trustee or any other Person;

     

    (f)  In
      the
      event that the Securities Intermediary has or subsequently obtains by agreement,
      operation of law or otherwise a security interest in the Trust Account or any
      Financial Asset credited thereto, the Securities Intermediary hereby agrees
      that
      such security interest shall be subordinate to the security interest of the
      Indenture Trustee. The Financial Assets credited to the Trust Account will
      not
      be subject to deduction, set-off, banker’s lien, or any other right in favor of
      any Person other than the Indenture Trustee (except that the Securities
      Intermediary may set-off (i) all amounts due to it in respect of its customary
      fees and expenses for the routine maintenance and operation of the Trust Account
      and (ii) the face amount of any checks which have been credited to the Trust
      Account but are subsequently returned unpaid because of uncollected or
      insufficient funds);

     

    (g)  There
      are
      no other agreements entered into between the Securities Intermediary in such
      capacity and the Depositor or the Issuer with respect to the Trust Account.
      In
      the event of any conflict between this Agreement (or any provision of this
      Agreement) and any other agreement now existing or hereafter entered into,
      the
      terms of this Agreement shall prevail;

     

    (h)  The
      rights and powers granted under the Indenture and herein to the Indenture
      Trustee have been granted in order to perfect its security interest in the
      Trust
      Account and the Security Entitlements to the Financial Assets credited thereto,
      and are powers coupled with an interest and will neither be affected by the
      bankruptcy of the Depositor or the Issuer nor by the lapse of time. The
      obligations of the Securities Intermediary hereunder shall continue in effect
      until the security interest of the Indenture Trustee in the Trust Account,
      and
      in such Security Entitlements, has been terminated pursuant to the terms of
      this
      Agreement and the Indenture Trustee or the Issuer, as applicable, has notified
      the Securities Intermediary of such termination in writing; and

     

    (i)  Notwithstanding
      anything else contained herein, the Depositor and the Issuer agree that the
      Trust Account will be established only with the Securities Intermediary or
      another institution meeting the requirements of this Section, which by
      acceptance of its appointment as Securities Intermediary agrees substantially
      as
      follows: (1) it will comply with Entitlement Orders related to the Trust Account
      issued by the Indenture Trustee, as collateral agent, without further consent
      by
      the Depositor or the Issuer, without further consent by the Depositor; (2)
      until
      termination of the Issuer or discharge of the Indenture, it will not enter
      into
      any other agreement related to such accounts pursuant to which it agrees to
      comply with Entitlement Orders of any Person other than the Indenture Trustee,
      as collateral agent, or the Trust Administrator on its behalf; and (3) all
      assets delivered or credited to it in connection with such account and all
      investments thereof will be promptly credited to the applicable
      account.

     

    (j)  Notwithstanding
      the foregoing, the Issuer shall have the power, revocable by the Indenture
      Trustee or by the Owner Trustee with the consent of the Indenture Trustee,
      to
      instruct the Indenture Trustee, the Trust Administrator and the Servicer to
      make
      withdrawals and payments from the Trust Account for the purpose of permitting
      the Servicer, the Trust Administrator or the Owner Trustee to carry out its
      respective duties hereunder or permitting the Indenture Trustee to carry out
      its
      duties under the Indenture.

     

    (k)  Each
      of
      the Depositor and the Issuer agrees to take or cause to be taken such further
      actions, to execute, deliver and file or cause to be executed, delivered and
      filed such further documents and instruments (including, without limitation,
      any
      financing statements under the Relevant UCC or this Agreement) as may be
      necessary to perfect the interests created by this Section in favor of the
      Issuer and the Indenture Trustee and otherwise fully to effectuate the purposes,
      terms and conditions of this Section. The Depositor shall:

     

    (i)  promptly
      execute, deliver and file any financing statements, amendments, continuation
      statements, assignments, Notes and other documents with respect to such
      interests and perform all such other acts as may be necessary in order to
      perfect or to maintain the perfection of the Issuer’s and the Indenture
      Trustee’s security interest in the Trust Account Property; and

     

    (ii)  make
      the
      necessary filings of financing statements or amendments thereto within [five]
      days after the occurrence of any of the following: (1) any change in its
      corporate name or any trade name or its jurisdiction of organization; (2) any
      change in the location of its chief executive office or principal place of
      business; and (3) any merger or consolidation or other change in its identity
      or
      corporate structure and promptly notify the Issuer and the Indenture Trustee
      of
      any such filings.

     

    (iii)  Neither
      the Depositor nor the Issuer shall organize under the law of any jurisdiction
      other than the State under which each is organized as of the Closing Date
      (whether changing its jurisdiction of organization or organizing under an
      additional jurisdiction) without giving [30] days prior written notice of such
      action to its immediate and mediate transferee, including the Indenture Trustee.
      Before effecting such change, each of the Depositor or the Issuer proposing
      to
      change its jurisdiction of organization shall prepare and file in the
      appropriate filing office any financing statements or other statements necessary
      to continue the perfection of the interests of its immediate and mediate
      transferees, including the Indenture Trustee, in the Trust Account Property.
      In
      connection with the transactions contemplated by the Operative Agreements
      relating to the Trust Account Property, each of the Depositor and the Issuer
      authorizes its immediate or mediate transferee to file in any filing office
      any
      initial financing statements, any amendments to financing statements, any
      continuation statements, or any other statements or filings described in this
      Section 5.04.

     

    None
      of
      the Securities Intermediary or any director, officer, employee or agent of
      the
      Securities Intermediary shall be under any liability to the Indenture Trustee
      or
      the Noteholders for any action taken, or not taken, in good faith pursuant
      to
      this Agreement, or for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Securities Intermediary against any
      liability to the Indenture Trustee or the Noteholders which would otherwise
      be
      imposed by reason of the Securities Intermediary’s willful misconduct, bad faith
      or negligence in the performance of its obligations or duties hereunder. The
      Securities Intermediary and any director, officer, employee or agent of the
      Securities Intermediary may rely in good faith on any document of any kind
      which, prima facie, is properly executed and submitted by any Person respecting
      any matters arising hereunder. The Securities Intermediary shall be under no
      duty to inquire into or investigate the validity, accuracy or content of such
      document. The Issuer shall indemnify the Securities Intermediary for and hold
      it
      harmless against any loss, liability or expense arising out of or in connection
      with this Agreement and carrying out its duties hereunder, including the costs
      and expenses of defending itself against any claim of liability, except in
      those
      cases where the Securities Intermediary has been guilty of bad faith, negligence
      or willful misconduct. The foregoing indemnification shall survive any
      termination of this Agreement or the resignation or removal of the Securities
      Intermediary.

     

    Section
      5.05.   Advances
      by Servicer.

     

    (a)  Subject
      to this Section 5.05, Advances shall be made in respect of each Servicer
      Remittance Date as provided herein. If, on any Determination Date, the Servicer
      determines that any Scheduled Payments due during the related Collection Period
      have not been received, such Servicer shall advance such amount to the extent
      provided in this Section 5.05. The Servicer shall be entitled to be reimbursed
      from the Collection Account for all Advances made by it as provided in Section
      4.07(d). Notwithstanding anything to the contrary herein, in the event the
      Servicer determines in its reasonable judgment that an Advance is a
      Nonrecoverable Advance, the Servicer shall be under no obligation to make such
      Advance.

     

    (b)  In
      the
      event that the Servicer fails for any reason to make an Advance required to
      be
      made pursuant to this Section 5.05, the Indenture Trustee, as successor
      Servicer, shall, on or before the related Payment Date, deposit in the
      Collection Account an amount equal to the excess of (a) Advances required to
      be
      made by the Servicer that would have been deposited in such Collection Account
      over (b) the amount of any Advance made by the Servicer with respect to such
      Payment Date; provided,
      however,
      that
      the Indenture Trustee as successor Servicer shall be required to make such
      Advance only if it is not prohibited by law from doing so and it has determined
      that such Advance would be recoverable from amounts to be received with respect
      to such Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
      Proceeds, or otherwise. The Indenture Trustee shall be entitled to be reimbursed
      from the Collection Account for Advances made by it pursuant to this Section
      5.05 as if it were the Servicer and shall be entitled to receive all
      compensation and fees of the Servicer in accordance with Section
      7.01(b).

     

    Section
      5.06.   The
      Interest Rate Cap Agreements.

     

    (a)  The
      Trust
      Administrator shall establish and maintain an Eligible Account in its name,
      in
      trust for the benefit of the Noteholders, the Interest Rate Cap
      Account.

     

    (b)  The
      Trust
      Administrator shall deposit any Interest Rate Cap Receipts received with respect
      to any Interest Rate Cap Agreement Payment Date into the Interest Rate Cap
      Account. Amounts on deposit in the Interest Rate Cap Account shall remain
      uninvested.

     

    (c)  On
      each
      [Class AF-1A] Cap Agreement Payment Date, the Trust Administrator shall withdraw
      from the Interest Rate Cap Account any Interest Rate Cap Receipts from the
      [Class AF-1A] Cap Agreement to make payments in the order of priority and to
      the
      extent specified in Section 5.02(f)(iii)(1); provided,
      that on
      each Payment Date on which there is a payment received by the Trust
      Administrator under the [Class AF-1A] Cap Agreement that is based on a notional
      amount in excess of the aggregate Class Principal Amount of the Class [1A1]
      and
      Class [1A__] Notes (such amount, the “Excess [Class AF-1A] Cap Amount”), then
      the Trust Administrator shall pay (i) the Excess [Class AF-1A] Cap Amount to
      the
      Ownership Certificate and (ii) the excess of such Interest Rate Cap Receipts
      over the Excess [Class AF-1A] Cap Amount for such Payment Date in the order
      of
      priority and to the extent specified in Section 5.02(f)(iii)(1) of this
      Agreement.

     

    (d)  On
      each
      [Group 2-AV] Cap Agreement Payment Date, the Trust Administrator shall withdraw
      from the Interest Rate Cap Account any Interest Rate Cap Receipts from the
      [Group 2-AV] Cap Agreement to make payments in the order of priority and to
      the
      extent specified in Section 5.02(f)(iii)(2); provided,
      that on
      each Payment Date on which there is a payment received by the Trust
      Administrator under the [Group 2-AV] Cap Agreement that is based on a notional
      amount in excess of the aggregate Class Principal Amount of the [Class 2-AV-1]
      and [Class 2-AV-1] Notes (such amount, the “Excess [Class 2-AV] Cap Amount”),
      then the Trust Administrator shall pay (i) the Excess [Group 2-AV] Cap Amount
      to
      the Ownership Certificate and (ii) the excess of such Interest Rate Cap Receipts
      over the Excess [Group 2-AV] Cap Amount for such Payment Date in the order
      of
      priority and to the extent specified in Section 5.02(f)(iii)(2) of this
      Agreement.

     

    (e)  On
      each
      [Group 3-AV] Cap Agreement Payment Date, the Trust Administrator shall withdraw
      from the Interest Rate Cap Account any Interest Rate Cap Receipts from the
      [Group 3-AV] Cap Agreement to make payments in the order of priority and to
      the
      extent specified in Section 5.02(f)(iii)(2); provided,
      that on
      each Payment Date on which there is a payment received by the Trust
      Administrator under the [Group 3-AV] Cap Agreement that is based on a notional
      amount in excess of the aggregate Class Principal Amount of the [Class 3-AV-1],
      [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes (such amount, the
“Excess [Group 3-AV] Cap Amount”), then the Trust Administrator shall pay (i)
      the Excess [Group 3-AV] Cap Amount to the Ownership Certificate and (ii) the
      excess of such Interest Rate Cap Receipts over the Excess [Group 3-AV] Cap
      Amount for such Payment Date in the order of priority and to the extent
      specified in Section 5.02(f)(iii)(2) of this Agreement.

     

    (f)  On
      each
      Subordinate Cap Agreement Payment Date, the Trust Administrator shall withdraw
      from the Interest Rate Cap Account any Interest Rate Cap Receipts from the
      Subordinate Cap Agreement to make payments in the order of priority and to
      the
      extent specified in Section 5.02(f)(iii)(3); provided,
      that on
      each Payment Date on which there is a payment received by the Trust
      Administrator under the Subordinate Cap Agreement that is based on a notional
      amount in excess of the aggregate Class Principal Amount of the Subordinate
      Notes (such amount, the “Excess Subordinate Cap Amount”), then the Trust
      Administrator shall pay (i) the Excess Subordinate Cap Amount to the Ownership
      Certificate and (ii) the excess of such Interest Rate Cap Receipts over the
      Excess Subordinate Cap Amount for such Payment Date in the order of priority
      and
      to the extent specified in Section 5.02(f)(iii)(3) of this
      Agreement.

     

    (g)  On
      the
      Payment Date in _________ 200_, after any amounts therefrom have been paid
      in
      accordance with Section 5.06(c), (d) and (e) above, any amounts remaining in
      the
      Interest Rate Cap Account shall be paid by the Trust Administrator to the
      Ownership Certificate, and the Interest Rate Cap Account shall be terminated
      by
      the Trust Administrator.

     

    Section
      5.07.   [[Class
      AF-5B] Policy; Rights of the [Class AF-5B] Insurer.

     

    (a)  If,
      on
      the [third] Business Day before any Payment Date, the Trust Administrator
      determines that a there will be a Deficiency Amount for such Payment Date,
      the
      Trust Administrator shall determine the amount of any such deficiency and shall
      give notice to the [Class AF-5B] Insurer by telephone or telecopy of the amount
      of such deficiency, confirmed in writing by notice substantially in the form
      of
      Exhibit A to the [Class AF-5B] Policy, by ________, [New York time] on such
      [third] Business Day. The Trust Administrator’s responsibility for delivering
      the notice to the [Class AF-5B] Insurer as provided in the preceding sentence
      is
      limited to the availability, timeliness and accuracy of the information provided
      by the Servicer.

     

    (b)  In
      the
      event the Trust Administrator receives a certified copy of an order of the
      appropriate court that any scheduled payment of principal or interest on a
      [Class AF-5B] Note has been voided in whole or in part as a preference payment
      under applicable bankruptcy law, the Trust Administrator shall (i) promptly
      notify the [Class AF-5B] Insurer and (ii) comply with the provisions of the
      [Class AF-5B] Policy, to obtain payment by the [Class AF-5B] Insurer of such
      voided scheduled payment. In addition, the Trust Administrator shall mail notice
      to all Holders of the [Class AF-5B] Notes so affected that, in the event that
      any such Holder’s scheduled payment is so recovered, such Holder will be
      entitled to payment pursuant to the terms of the [Class AF-5B] Policy, a copy
      of
      which shall be made available to such Holders by the Trust Administrator. The
      Trust Administrator shall furnish to the [Class AF-5B] Insurer its records
      listing the payments on the affected [Class AF-5B] Notes, if any, that have
      been
      made by the Trust Administrator and subsequently recovered from the affected
      Holders, and the dates on which such payments were made by the Trust
      Administrator.

     

    (c)  At
      the
      time of the execution hereof, and for the purposes hereof, the Trust
      Administrator shall establish a special purpose trust account in the name of
      the
      Trust Administrator for the benefit of Holders of the [Class AF-5B] Notes (the
      “[Class AF-5B] Policy Payments Account”) over which the Trust Administrator
      shall have exclusive control and sole right of withdrawal. The [Class AF-5B]
      Policy Payments Account shall be an Eligible Account. The Trust Administrator
      shall deposit any amount paid under the [Class AF-5B] Policy into the [Class
      AF-5B] Policy Payments Account and distribute such amount only for the purposes
      of making the payments to Holders of the [Class AF-5B] Notes, in respect of
      the
      related Deficiency Amount for which the related claim was made under the [Class
      AF-5B] Policy. Such amounts shall be allocated by the Trust Administrator to
      Holders of [Class AF-5B] Notes affected by such shortfalls in the same manner
      as
      principal and interest payments are to be allocated with respect to such
      Certificates pursuant to Section 5.02. It shall not be necessary for such
      payments to be made by checks or wire transfers separated from the checks or
      wire transfers used to make regular payments hereunder with funds withdrawn
      from
      the Collection Account. However, any payments made on the [Class AF-5B] Notes
      from funds in the [Class AF-5B] Policy Payments Account shall be noted as
      provided in subsection (e) below. Funds held in the [Class AF-5B] Policy
      Payments Account shall not be invested by the Trust Administrator.

     

    (d)  Any
      funds
      received from the [Class AF-5B] Insurer for deposit into the [Class AF-5B]
      Policy Payments Account pursuant to the [Class AF-5B] Policy in respect of
      a
      Payment Date or otherwise as a result of any claim under the [Class AF-5B]
      Policy shall be applied by the Trust Administrator directly to the payment
      in
      full (i) of the related Deficiency Amount on such Payment Date or (ii) of other
      amounts payable under the [Class AF-5B] Policy. Funds received by the Trust
      Administrator as a result of any claim under the [Class AF-5B] Policy shall
      be
      used solely for payment to the Holders of the [Class AF-5B] Notes and may not
      be
      applied for any other purpose, including, without limitation, satisfaction
      of
      any costs, expenses or liabilities of the Trust Administrator, the Servicer
      or
      the Trust Fund. Any funds remaining in the [Class AF-5B] Policy Payments Account
      on the [first] Business Day after each Payment Date shall be remitted promptly
      to the [Class AF-5B] Insurer in accordance with the instructions set forth
      in
      Section 5.02.

     

    (e)  The
      Trust
      Administrator shall keep complete and accurate records in respect of (i) all
      funds remitted to it by the [Class AF-5B] Insurer and deposited into the [Class
      AF-5B] Policy Payments Account and (ii) the allocation of such funds to (A)
      payments of interest on and principal in respect of any [Class AF-5B] Notes
      and
      (B) the amount of funds available to make distributions on the [Class AF-5B]
      Notes pursuant to Section 5.02. The [Class AF-5B] Insurer shall have the right
      to inspect such records at reasonable times during normal business hours upon
      [three] Business Days’ prior notice to the Trust Administrator.

     

    (f)  The
      Trust
      Administrator acknowledges, and each Holder of a [Class AF-5B] Note by its
      acceptance of the [Class AF-5B] Note agrees, that, without the need for any
      further action on the part of the [Class AF-5B] Insurer or the Trust
      Administrator, to the extent the [Class AF-5B] Insurer makes payments, directly
      or indirectly, on account of principal of or interest on any [Class AF-5B]
      Notes, the [Class AF-5B] Insurer will be fully subrogated to the rights of
      the
      Holders of such [Class AF-5B] Notes to receive such principal and interest
      from
      the Trust Fund. The Holders of the [Class AF-5B] Notes, by acceptance of the
      [Class AF-5B] Notes, assign their rights as Holders of the [Class AF-5B] Notes
      to the extent of the [Class AF-5B] Insurer’s interest with respect to amounts
      paid under the [Class AF-5B] Policy. Anything herein to the contrary
      notwithstanding, solely for purposes of determining the [Class AF-5B] Insurer’s
      rights, as applicable, as subrogee for payments distributable pursuant to
      Section 5.02, any payment with respect to distributions to the [Class AF-5B]
      Notes which is made with funds received pursuant to the terms of the [Class
      AF-5B] Policy shall not be considered payment of the [Class AF-5B] Notes from
      the Trust Fund and shall not result in the distribution or the provision for
      the
      distribution in reduction of the Note Principal Amount of the [Class AF-5B]
      Notes within the meaning of Article V.

     

    (g)  Upon
      its
      becoming aware of the occurrence of an Event of Default, the Trust Administrator
      shall promptly notify the [Class AF-5B] Insurer of such Event of
      Default.

     

    (h)  The
      Trust
      Administrator shall promptly notify the [Class AF-5B] Insurer of either of
      the
      following as to which it has actual knowledge: (A) the commencement of any
      proceeding by or against the Depositor commenced under the United States
      bankruptcy code or any other applicable bankruptcy, insolvency, receivership,
      rehabilitation or similar law (an “Insolvency Proceeding”) and (B) the making of
      any claim in connection with any Insolvency Proceeding seeking the avoidance
      as
      a preferential transfer (a “Preference Claim”) of any distribution made with
      respect to the [Class AF-5B] Notes as to which it has actual knowledge. Each
      Holder of a [Class AF-5B] Note, by its purchase of [Class AF-5B] Notes, and
      the
      Trust Administrator hereby agrees that the [Class AF-5B] Insurer (so long as
      no
      [Class AF-5B] Insurer Default exists) may at any time during the continuation
      of
      any proceeding relating to a Preference Claim direct all matters relating to
      such Preference Claim, including, without limitation, (i) the direction of
      any
      appeal of any order relating to any Preference Claim and (ii) the posting of
      any
      surety, supersedes or performance bond pending any such appeal. In addition
      and
      without limitation of the foregoing, the [Class AF-5B] Insurer shall be
      subrogated to the rights of the Trust Administrator and each Holder of a [Class
      AF-5B] Note in the conduct of any Preference Claim, including, without
      limitation, all rights of any party to an adversary proceeding action with
      respect to any court order issued in connection with any such Preference
      Claim.

     

    (i)  The
      Servicer shall designate a [Class AF-5B] Insurer Contact Person who shall be
      available to the [Class AF-5B] Insurer to provide reasonable access to
      information regarding the Mortgage Loans. The initial [Class AF-5B] Insurer
      Contact Person is to the attention of Secondary Marketing.

     

    (j)  The
      Trust
      Administrator shall surrender the [Class AF-5B] Policy to the [Class AF-5B]
      Insurer for cancellation upon the reduction of the Note Principal Amount of
      the
      [Class AF-5B] Notes to zero.

     

    (k)  
      For so
      long as there is no continuing default by the [Class AF-5B] Insurer under its
      obligations under the [Class AF-5B] Policy (a “[Class AF-5B] Insurer Default”),
      each Holder of a [Class AF-5B] Note agrees that the [Class AF-5B] Insurer shall
      be treated by the Depositor, the Servicer and the Trust Administrator as if
      the
      [Class AF-5B] Insurer were the Holder of all of the [Class AF-5B] Notes, for
      the
      purpose (and solely for the purpose) of the giving of any consent, the making
      of
      any direction or the exercise of any voting or other control rights otherwise
      given to the Holders of the [Class AF-5B] Notes hereunder.

     

    (l)  With
      respect to this Section 5.07, the terms “Receipt” and “Received” shall mean
      actual delivery to the [Class AF-5B] Insurer, if any, prior to _______, [New
      York time], on a Business Day; delivery either on a day that is not a Business
      Day or after _____, [New York time], shall be deemed to be Receipt on the next
      succeeding Business Day. If any notice or certificate given under the [Class
      AF-5B] Policy by the Trust Administrator is not in proper form or is not
      properly completed, executed or delivered, it shall be deemed not to have been
      Received. The [Class AF-5B] Insurer shall promptly so advise the Trust
      Administrator and the Trust Administrator may submit an amended
      notice.

     

    (m)  All
      notices, statements, reports, certificates or opinions required by this
      Agreement to be sent to the Rating Agencies or the [Class AF-5B] Noteholders
      shall also be sent at such time to the [Class AF-5B] Insurer.

     

    (n)  The
      [Class AF-5B] Insurer shall be an express third party beneficiary of this
      Agreement for the purpose of enforcing the provisions hereof to the extent
      of
      the [Class AF-5B] Insurer’s rights explicitly specified herein as if a party
      hereto.

     

    (o)  All
      references herein to the ratings assigned to the Notes and to the interests
      of
      any Noteholders shall be without regard to the [Class AF-5B] Policy, in the
      case
      of the [Class AF-5B] Notes.]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VI

     

    ADMINISTRATION
      OF THE AGREEMENTS

     

    Section
      6.01.   Duties
      of the Trust Administrator.

     

    (a)  The
      Trust
      Administrator agrees to perform all of the duties of the Issuer under the
      Depository Agreement. In addition to its duties performed under the Depository
      Agreement, the Trust Administrator shall take such action that is the duty
      of
      the Issuer to take with respect to the following matters under the Trust
      Agreement, this Agreement and the Indenture:

     

    (i)  the
      duty
      to cause the Note Register to be kept if the Issuer assumes the duties of Note
      Registrar, and to give the Indenture Trustee notice of any appointment of a
      new
      Note Registrar and the location, or change in location, of the Note Register
      (Section 2.04 of the Indenture);

     

    (ii)  the
      duty
      to cause the Certificate Register to be kept if the Issuer assumes the duties
      of
      Certificate Registrar, and to give the Owner Trustee notice of any appointment
      of a new Certificate Registrar and the location, or change in location, of
      the
      Certificate Register (Section 3.03 of the Trust Agreement);

     

    (iii)  causing
      the preparation of the Notes for execution by the Owner Trustee upon the
      registration of any transfer or exchange of the Notes (Sections 2.04 and 2.05
      of
      the Indenture);

     

    (iv)  causing
      the preparation of Definitive Notes in accordance with the instructions of
      any
      Clearing Agency, the duty to attempt to locate a qualified successor to the
      Clearing Agency, if necessary, and the preparation of written notice to the
      Indenture Trustee of termination of the book-entry system through the Clearing
      Agency (Section 2.12 of the Indenture);

     

    (v)  the
      maintenance of an office for registration of transfer or exchange of Notes
      (Section 3.02 of the Indenture);

     

    (vi)  the
      maintenance of an office for registration of transfer or exchange of the
      Ownership Certificate (Section 3.08 of the Trust Agreement);

     

    (vii)  the
      calculation of accrual of original issue discount and the amortization of
      premium on the Notes (clause (v) of the fourth paragraph of Section 3.03 of
      the
      Indenture);

     

    (viii)  upon
      written notice or actual knowledge thereof, the notification to the Indenture
      Trustee and each Rating Agency of a Servicer Event of Default or a Servicer
      Event of Default under this Agreement (Section 3.07(d) of the
      Indenture);

     

    (ix)  upon
      written notice or actual knowledge thereof, the delivery of notice to the
      Indenture Trustee and each Rating Agency of each Indenture Event of Default
      under the Indenture (Section 3.19 of the Indenture);

     

    (x)  the
      furnishing of the Indenture Trustee with the names and addresses of Holders
      of
      Notes during any period when the Indenture Trustee is not the Note Registrar
      (Section 7.01 of the Indenture);

     

    (xi)  causing
      the preparation of any continuation statements or amendments necessary to
      protect the Collateral (Section 3.05 of the Indenture);

     

    (xii)  the
      mailing to the Noteholders of notices with respect to their consent to any
      supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture);
      and

     

    (xiii)  any
      other
      duties expressly required to be performed by the Trust Administrator under
      the
      Indenture or the Trust Agreement.

     

    (b)  The
      Seller shall undertake the duties of the Issuer with respect to the following
      matters under the Indenture:

     

    (i)  to
      cause
      the preparation of Issuer Orders (and execute the same on behalf of the Issuer)
      (Sections 9.01 and 9.02 of the Indenture);

     

    (ii)  to
      obtain
      Opinions of Counsel with respect to the execution of supplemental indentures
      and, if necessary, to mail to the Noteholders notices with respect to their
      consent to such supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.07
      of
      the Indenture);

     

    (iii)  the
      preparation (but not the execution) of the annual Officer’s Certificate
      regarding the Issuer’s compliance with the terms of the Indenture (Section 3.09
      of the Indenture); and

     

    (iv)  causing
      the preparation of an Officer’s Certificate and the obtaining of the Opinion of
      Counsel (which shall not be at the expense of the Trust Administrator) with
      respect to any request by the Issuer to the Indenture Trustee to take any action
      under the Indenture (Sections 4.01 and 11.01 of the Indenture);

     

    (v)  the
      compliance with any request of the Indenture Trustee with respect to the sale
      of
      the Collateral in a commercially reasonable manner if an Indenture Event of
      Default shall have occurred and be continuing under the Indenture (Section
      5.04
      of the Indenture); and

     

    (vi)  causing
      the preparation of an Issuer Request and Officer’s Certificate (and executing
      the same on behalf of the Issuer) and the obtaining of an Opinion of Counsel
      (which shall not be at the expense of the Trust Administrator), if necessary,
      for the release of the Collateral, as defined in the Indenture (Section 8.03
      of
      the Indenture).

     

    (c)  The
      Issuer will indemnify the Owner Trustee, the Seller and the Trust Administrator,
      and their respective agents for, and hold them harmless against, any losses,
      liability or expense incurred without gross negligence or bad faith on their
      part, arising out of or in connection with the acceptance or administration
      of
      the transactions contemplated by the Trust Agreement or this Agreement,
      including the reasonable costs and expenses of defending themselves against
      any
      claim or liability in connection with the exercise or performance of any of
      their powers or duties under the Trust Agreement, the Indenture or this
      Agreement.

     

    (d)  Subject
      to subsection (e) of this Section 6.01, and in accordance with the directions
      of
      the Owner Trustee, the Trust Administrator shall perform or supervise the
      performance of such other activities in connection with the Collateral
      (including the Operative Agreements) as are not covered by any of the foregoing
      provisions and as are expressly requested in writing by the Owner Trustee and
      are reasonably within the capability of the Trust Administrator.

     

    (e)  In
      carrying out the foregoing duties or any of its other obligations under this
      Agreement, the Trust Administrator may enter into transactions with or otherwise
      deal with any of its Affiliates; provided,
      however,
      that
      the terms of any such transactions or dealings shall be in accordance with
      any
      directions received from the Issuer and shall be, in the Trust Administrator’s
      opinion, no less favorable to the Issuer than would be available from
      unaffiliated parties.

     

    In
      carrying out the foregoing duties or any of its other obligations under this
      Agreement, the Trust Administrator shall be subject to the same standard of
      care
      and have the same rights, indemnifications and immunities as the Indenture
      Trustee under the Indenture, including, without limitation, the right to
      reimbursement and indemnification on behalf of the Issuer from funds in the
      Collection Account for all losses, costs and expenses of any kind or nature
      (including without limitation attorneys’ fees and disbursements) incurred by the
      Trust Administrator (including without limitation in its various capacities
      as
      Paying Agent, Certificate Paying Agent, Certificate Registrar and Note
      Registrar) in connection with the performance of its duties hereunder or under
      any other Operative Agreement.

     

    The
      Trust
      Administrator in its capacity as the Certificate Registrar, and upon a request
      received from the Owner Trustee, shall promptly notify the Certificateholders
      of
      (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any
      amendment to the Trust Agreement requiring notice be given to the
      Certificateholders and (iii) any other notice required to be given to the
      Certificateholders by the Owner Trustee under the Trust Agreement.

     

    Section
      6.02.   Duties
      of the Trust Administrator With Respect to the Indenture, the Trust Agreement
      and this Agreement.

     

    (a)  The
      Trust
      Administrator shall take all appropriate action with respect to the following
      matters under the Indenture, the Trust Agreement and this
      Agreement:

     

    (i)  the
      duties of an authenticating agent for authentication of the Notes (Sections
      2.01, 2.02, 2.05 and 2.10 of the Indenture);

     

    (ii)  the
      duties of Note Registrar to be kept (Sections 2.03, 2.04 and 2.07 of the
      Indenture);

     

    (iii)  to
      provide notices and instructions to the Clearing Agency (Section 2.11 of the
      Indenture);

     

    (iv)  the
      duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture);
      and

     

    (v)  the
      duties of agent or attorney-in-fact for the purposes of filing amendments and
      continuation statements for the Issuer (Section 3.05 of the
      Indenture).

     

    (b)  The
      Issuer will indemnify the Owner Trustee and the Trust Administrator, and their
      respective agents for, and hold them harmless against, any losses, liability
      or
      expense incurred without gross negligence or bad faith on their part, arising
      out of or in connection with the acceptance or administration of the
      transactions contemplated by the Trust Agreement or this Agreement, including
      the reasonable costs and expenses of defending themselves against any claim
      or
      liability in connection with the exercise or performance of any of their powers
      or duties under the Trust Agreement, the Indenture or this
      Agreement.

     

    Section
      6.03.   Records.
      The
      Trust Administrator shall maintain appropriate books of account and records
      relating to services performed hereunder, which books of account and records
      shall be accessible for inspection by the Issuer and the Depositor at any time
      during normal business hours.

     

    Section
      6.04.   Compensation.
      The
      Trust Administrator will perform the duties and provide the services called
      for
      under Sections 6.01 and 6.02 above for such compensation as shall be agreed
      upon
      between the Trust Administrator and the Servicer.

     

    Section
      6.05.   Additional
      Information to be Furnished to the Issuer.
      The
      Depositor shall furnish to the Issuer from time to time such additional
      information regarding the Collateral as the Issuer shall reasonably
      request.

     

    Section
      6.06.   Independence
      of the Trust Administrator.
      For all
      purposes of this Agreement, the Trust Administrator shall be an independent
      contractor and shall not be subject to the supervision of the Issuer or the
      Owner Trustee with respect to the manner in which it accomplishes the
      performance of its obligations hereunder. Unless expressly authorized by the
      Issuer, the Trust Administrator shall have no authority to act for or represent
      the Issuer or the Owner Trustee in any way and shall not otherwise be deemed
      an
      agent of the Issuer or the Owner Trustee.

     

    Section
      6.07.   No
      Joint Venture.
      Nothing
      contained in this Agreement (i) shall constitute the Trust Administrator or
      the
      Depositor, respectively, and either of the Issuer or the Owner Trustee, as
      members of any partnership, joint venture, association, syndicate,
      unincorporated business or other separate entity, (ii) shall be construed to
      impose any liability as such on any of them or (iii) shall be deemed to confer
      on any of them any express, implied or apparent authority to incur any
      obligation or liability on behalf of the others.

     

    Section
      6.08.   Other
      Activities of Trust Administrator and the Depositor.
      Nothing
      herein shall prevent the Trust Administrator, the Depositor or their respective
      Affiliates from engaging in other businesses or, in its sole discretion, from
      acting in a similar capacity as an Trust Administrator for any other person
      or
      entity even though such person or entity may engage in business activities
      similar to those of the Issuer or the Owner Trustee.

     

    Section
      6.09.   Resignation
      and Removal of Trust Administrator.

     

    (a)  Subject
      to Section 6.09(d) hereof, the Trust Administrator may resign its duties
      hereunder by providing the Issuer with at least [60] days’ prior written
      notice.

     

    (b)  Subject
      to Section 6.09(d) hereof, the Issuer may remove the Trust Administrator without
      cause by providing the Trust Administrator with at least [60] days’ prior
      written notice.

     

    (c)  Subject
      to Section 6.09(d) hereof, the Issuer may remove the Trust Administrator
      immediately upon written notice of termination from the Issuer to the Trust
      Administrator if any of the following events shall occur; provided that in
      the
      event of a breach related to the obligations set forth in Section 6.09(d) (with
      respect to notice to the Depositor) or Article X, the Trust Administrator may
      only be terminated at the direction of the Depositor:

     

    (i)  the
      Trust
      Administrator shall default in the performance of any of its duties under this
      Agreement ((except with respect to a failure related to a Limited Exchange
      Act
      Reporting Obligation) and, after notice of such default, shall not cure such
      default within [ten] days (or, if such default cannot be cured in such time,
      shall not give within [ten] days such assurance of cure as shall be reasonably
      satisfactory to the Issuer provided that the [ten-day] cure period shall not
      apply to the failure to comply with the requirements set forth in Section
      6.09(d) (with respect to notice to the Depositor) or Article X, for which the
      grace period shall not exceed the lesser of 10 calendar days or such period
      in
      which the applicable Exchange Act Report can be filed timely (without taking
      into account any extensions)); or

     

    (ii)  a
      court
      having jurisdiction in the premises shall (x) enter a decree or order for
      relief, which decree or order shall not have been vacated within [60] days,
      in
      respect of the Trust Administrator in any involuntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      (y)
      appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or
      similar official for the Trust Administrator or any substantial part of its
      property, or (z) order the winding-up or liquidation of the Trust
      Administrator’s affairs; or

     

    (iii)  the
      Trust
      Administrator shall commence a voluntary case under any applicable bankruptcy,
      insolvency or other similar law now or hereafter in effect, shall consent to
      the
      entry of an order for relief in an involuntary case under any such law, or
      shall
      consent to the appointment of a receiver, liquidator, assignee, trustee,
      custodian, sequestrator or similar official for the Trust Administrator or
      any
      substantial part of its property, shall consent to the taking of possession
      by
      any such official of any substantial part of its property, shall make any
      general assignment for the benefit of creditors or shall fail generally to
      pay
      its debts as they become due.

     

    The
      Trust
      Administrator agrees that if any of the events specified in clauses (ii) or
      (iii) of this Section 6.09(c) shall occur, it shall give written notice thereof
      to the Issuer and the Indenture Trustee within [seven] days after the occurrence
      of such event.

     

    The
      Depositor shall not be entitled to terminate the rights and obligations of
      the
      Trust Administrator pursuant to subparagraph (c)(i) if a failure of the Trust
      Administrator to identify a Subcontractor “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB was attributable
      solely to the role or functions of such Subcontractor with respect to mortgage
      loans other than the Mortgage Loans.

     

    (d)  No
      resignation or removal of the Trust Administrator pursuant to this Section
      shall
      be effective until (i) a successor Trust Administrator shall have been appointed
      by the Issuer in accordance with the Trust Agreement, (ii) such successor Trust
      Administrator shall have agreed in writing to be bound by the terms of this
      Agreement in the same manner as the Trust Administrator is bound hereunder
      and
      (iii) the Depositor shall have received the information described in the
      following sentence. As a condition to the effectiveness of any such resignation,
      at least 15 calendar days prior to the effective date of such resignation,
      the
      Trust Administrator shall provide (x) written notice to the Depositor of any
      successor pursuant to this Section and (y) in writing and in form and substance
      reasonably satisfactory to the Depositor, all information reasonably requested
      by the Depositor in order to comply with its reporting obligation under Item
      6.02 of Form 8-K with respect to a successor trust administrator. If a successor
      Trust Administrator does not take office within [60] days after the retiring
      Trust Administrator resigns or is removed, the resigning or removed Trust
      Administrator or the Issuer may petition any court of competent jurisdiction
      for
      the appointment of a successor Trust Administrator.

     

    (e)  The
      appointment of any successor Trust Administrator shall be effective only after
      receipt of a letter from each Rating Agency to the effect that such proposed
      appointment will not cause a reduction or withdrawal of the then current ratings
      of the Notes.

     

    (f)  Subject
      to Sections 6.09(d) and 6.09(e) above, the Trust Administrator acknowledges
      that
      upon the appointment of a successor Servicer pursuant to Section 7.01, the
      Trust
      Administrator shall immediately resign and such successor Servicer shall
      automatically become the Trust Administrator under this Agreement. Any such
      successor Servicer shall be required to agree to assume the duties of the Trust
      Administrator under the terms and conditions of this Agreement and the other
      Operative Agreements in its acceptance of appointment as successor
      Servicer.

     

    Section
      6.10.   Action
      upon Termination, Resignation or Removal of the Trust
      Administrator.
      Promptly upon the effective date of termination of this Agreement or the
      resignation or removal of the Trust Administrator pursuant to Section 6.09
      hereof, the Trust Administrator shall be entitled to be paid all reimbursable
      expenses, including any reasonable out-of-pocket attorneys’ fees, accruing to it
      to the date of such termination, resignation or removal. The Trust Administrator
      shall forthwith upon such termination pursuant to Section 6.09 deliver to the
      successor Trust Administrator all property and documents of or relating to
      the
      Collateral then in the custody of the Trust Administrator, or if this Agreement
      has been terminated, to the Depositor. In the event of the resignation or
      removal of the Trust Administrator pursuant to Section 6.09, the Trust
      Administrator shall cooperate with the Issuer and take all reasonable steps
      requested to assist the Issuer in making an orderly transfer of the duties
      of
      the Trust Administrator.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VII

     

    SERVICER
      EVENTS OF DEFAULT

     

    Section
      7.01.   Servicer
      Events of Default; Indenture Trustee To Act; Appointment of
      Successor.

     

    (a)  The
      occurrence of any one or more of the following events shall constitute a
“Servicer Event of Default”:

     

    (i)  Any
      failure by the Servicer to furnish to the Trust Administrator the Mortgage
      Loan
      data sufficient to prepare the reports described in Section 4.11(a) which
      continues unremedied for a period of [one] Business Day after the date upon
      which written notice of such failure shall have been given to the Servicer
      by
      the Indenture Trustee by the Holders of not less than [25]% of the Class
      Principal Amount of each Class of Notes affected thereby; or

     

    (ii)  Any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      (except with respect to a failure related to a Limited Exchange Act Reporting
      Obligation) contained in this Agreement which continues unremedied for a period
      of [30] days after the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Servicer by the Indenture
      Trustee or the Trust Administrator or to the Servicer and the Indenture Trustee
      by the Majority Noteholders; provided that the [thirty-day] cure period shall
      not apply to the failure to comply with the requirements set forth in Section
      10.04, Section 4.28 (with respect to notice to the Depositor), Section 4.29
      (with respect to notice to the Depositor) or Article X, for which the grace
      period shall not exceed the lesser of 10 calendar days or such period in which
      the applicable Exchange Act Report can be filed timely (without taking into
      account any extensions); or

     

    (iii)  failure
      by the Servicer to maintain its license to do business or service residential
      mortgage loans in any jurisdiction where the Mortgaged Properties are located
      except where the failure to so maintain such license does not have a material
      adverse effect on the Servicer’s ability to service the Mortgage Loans;
      or

     

    (iv)  A
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      for
      the appointment of a conservator or receiver or liquidator in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding up or liquidation of its affairs, shall have
      been entered against the Servicer, and such decree or order shall have remained
      in force undischarged or unstayed for a period of [60] days or any Rating Agency
      reduces or withdraws or threatens to reduce or withdraw the rating of the Notes
      because of the financial condition or loan servicing capability of such
      Servicer; or

     

    (v)  The
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities, voluntary liquidation or similar proceedings of or relating to
      the
      Servicer or of or relating to all or substantially all of its property;
      or

     

    (vi)  The
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors
      or
      voluntarily suspend payment of its obligations; or

     

    (vii)  the
      Servicer ceases to be a FHA Approved Mortgagee; or

     

    (viii)  the
      Servicer attempts to assign the servicing of the Mortgage Loans or its right
      to
      servicing compensation hereunder or the Servicer or attempts to assign this
      Agreement or the servicing responsibilities hereunder or to delegate its duties
      hereunder or any portion thereof in a manner not permitted under this Agreement;
      or

     

    (ix)  The
      Servicer shall be dissolved, or shall dispose of all or substantially all of
      its
      assets, or consolidate with or merge into another entity or shall permit another
      entity to consolidate or merge into it, such that the resulting entity does
      not
      meet the criteria for a successor servicer as specified in Section 4.28 hereof;
      or

     

    (x)  If
      a
      representation or warranty set forth in Section 4.02 hereof shall prove to
      be
      incorrect as of the time made in any respect that materially and adversely
      affects the interests of the Noteholders, and the circumstance or condition
      in
      respect of which such representation or warranty was incorrect shall not have
      been eliminated or cured within [30] days after the date on which written notice
      of such incorrect representation or warranty shall have been given to the
      Servicer by the Indenture Trustee or the Trust Administrator, or to the Servicer
      and the Indenture Trustee by the Majority Noteholders; or

     

    (xi)  A
      sale or
      pledge of any of the rights of the Servicer hereunder or an assignment of this
      Agreement by the Servicer or a delegation of the rights or duties of the
      Servicer hereunder shall have occurred in any manner not otherwise permitted
      hereunder and without the prior written consent of the Indenture Trustee and
      the
      Majority Noteholders; or

     

    (xii)  The
      Servicer has notice or actual knowledge that the Servicer at any time is not
      either an FHA Approved Mortgagee, and the Servicer has not terminated the rights
      and obligations of such Servicer under this Agreement and replaced the Servicer
      with an FHA Approved Mortgagee within [60] days of the date the Servicer
      receives such notice or acquires such actual knowledge; or

     

    (xiii)  Any
      failure of the Servicer to remit to the Trust Administrator any Advance required
      to be made to the Trust Administrator for the benefit of Noteholders under
      the
      terms of this Agreement, which failure continues unremedied as of the close
      of
      business on the Business Day prior to a Payment Date.

     

    If
      a
      Servicer Event of Default described in clauses (i) through (ix) of this Section
      7.01 shall occur, then, in each and every case, subject to applicable law,
      so
      long as any such Servicer Event of Default shall not have been remedied within
      any period of time prescribed by this Section 7.01, the Indenture Trustee,
      upon
      obtaining actual knowledge thereof, by notice in writing to the Servicer may,
      and shall, if so directed by the Majority Noteholders, terminate all of the
      rights and obligations of the Servicer hereunder and in and to the Mortgage
      Loans and the proceeds thereof; provided that in the event of a Servicer Event
      of Default related to the obligations set forth in Section 4.26(a), Section
      4.14(b) (with respect to notice to the Depositor) or Article X, the Servicer
      may
      only be terminated at the direction of the Depositor. If a Servicer Event of
      Default described in clause (x) of this Section 7.01 shall occur, then, in
      each
      and every case, subject to applicable law, so long as such Servicer Event of
      Default shall not have been remedied within the time period prescribed by clause
      (x) of this Section 7.01, the Indenture Trustee, by notice in writing to the
      Servicer, shall promptly terminate all of the rights and obligations of the
      Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Servicer of such written notice, all authority
      and
      power of the Servicer, and only in its capacity as Servicer under this
      Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
      to and be vested in the Indenture Trustee pursuant to and under the terms of
      this Agreement; and the Indenture Trustee is hereby authorized and empowered
      to
      execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact
      or
      otherwise, any and all documents and other instruments, and to do or accomplish
      all other acts or things necessary or appropriate to effect the purposes of
      such
      notice of termination, whether to complete the transfer and endorsement or
      assignment of the Mortgage Loans and related documents or otherwise. The
      defaulting Servicer agrees to cooperate with the Indenture Trustee in effecting
      the termination of the defaulting Servicer’s responsibilities and rights
      hereunder as Servicer including, without limitation, providing the Indenture
      Trustee or its designee all documents and records in electronic or other form
      reasonably requested by it to enable the Indenture Trustee or its designee
      to
      assume the defaulting Servicer’s functions hereunder and the transfer to the
      Indenture Trustee for administration by it of all amounts which shall at the
      time be or should have been deposited by the defaulting Servicer in the
      Collection Account maintained by such defaulting Servicer and any other account
      or fund maintained with respect to the Notes or thereafter received with respect
      to the Mortgage Loans. The Servicer being terminated shall bear all reasonable
      out-of-pocket costs of a servicing transfer, including but not limited to those
      of the Indenture Trustee, legal fees and expenses, accounting and financial
      consulting fees and expenses, and costs of amending the Agreement, if necessary.
      In addition, if during the period that the Depositor is required to file
      Exchange Act Reports with respect to the Trust Fund, the Servicer shall fail
      to
      observe or perform any of the obligations that constitute a Limited Exchange
      Act
      Reporting Obligation or the obligations set forth in Section 4.28(a), Section
      4.14(a) or Section 10.01(a)(1) and (2), and such failure continues for the
      lesser of [10] calendar days or such period in which the applicable Exchange
      Act
      Report can be filed timely (without taking into account any extensions), so
      long
      as such failure shall not have been remedied, the Trust Administrator shall,
      but
      only at the direction of the Depositor, terminate all of the rights and
      obligations of the Servicer under this Agreement and in and to the Mortgage
      Loans and the proceeds thereof, other than its rights as a Noteholder hereunder.
      The Depositor shall not be entitled to terminate the rights and obligations
      of
      the Servicer if a failure of the Servicer to identify a Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB was the attributable solely to the role or functions of such
      Subcontractor with respect to mortgage loans other than the Mortgage
      Loans.

     

    The
      Indenture Trustee shall be entitled to be reimbursed from the Servicer (or
      by
      the Trust Estate, if the Servicer is unable to fulfill its obligations
      hereunder) for all costs associated with the transfer of servicing from the
      predecessor Servicer, including, without limitation, any costs or expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Indenture Trustee to correct any errors or insufficiencies in the servicing
      data
      or otherwise to enable the Indenture Trustee to service the Mortgage Loans
      properly and effectively. If the terminated Servicer does not pay such
      reimbursement within [thirty] days of its receipt of an invoice therefor, such
      reimbursement shall be an expense of the Trust Estate and the Indenture Trustee
      shall be entitled to withdraw such reimbursement from amounts on deposit in
      the
      Collection Account pursuant to Section 4.08(ix); provided
      that the
      terminated Servicer shall reimburse the Trust Estate for any such expense
      incurred by the Trust Estate; and provided,
      further,
      that
      the Indenture Trustee shall take such action, if any, as provided in the
      Indenture and as directed by the Noteholders pursuant thereto with respect
      to
      pursuing any remedy against any party obligated to make such
      reimbursement.

     

    Notwithstanding
      the termination of its activities as Servicer, each terminated Servicer shall
      continue to be entitled to reimbursement to the extent provided in Section
      4.08
      to the extent such reimbursement relates to the period prior to such Servicer’s
      termination.

     

    If
      any
      Servicer Event of Default shall occur, of which a Responsible Officer of the
      Indenture Trustee has actual knowledge, the Indenture Trustee shall promptly
      notify each Rating Agency and the Depositor of the nature and extent of such
      Servicer Event of Default. The Trust Administrator or the Servicer shall
      immediately give written notice to the Indenture Trustee upon the Servicer’s
      failure to remit Advances on the date specified herein.

     

    In
      the
      event that the Indenture Trustee assumes the duties of the Servicer as set
      forth
      herein, the Indenture Trustee shall provide the Depositor in writing and in
      form
      and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to a successor
      Servicer.

     

    (b)  On
      and
      after the time the Servicer receives a notice of termination from the Indenture
      Trustee pursuant to Section 7.01(a) or the Indenture Trustee receives the
      resignation of the Servicer evidenced by an Opinion of Counsel pursuant to
      Section 4.29, the Indenture Trustee, unless another Servicer shall have been
      appointed, shall be the successor in all respects to the Servicer in its
      capacity as such under this Agreement and the transactions set forth or provided
      for herein and shall have all the rights and powers and be subject to all the
      responsibilities, duties and liabilities relating thereto and arising thereafter
      placed on the Servicer hereunder, including the obligation to make Advances;
      provided, however,
      that any
      failure to perform such duties or responsibilities caused by the Servicer’s
      failure to provide information required by this Agreement shall not be
      considered a default by the Indenture Trustee hereunder. In addition, the
      Indenture Trustee shall have no responsibility for any act or omission of the
      Servicer prior to the issuance of any notice of termination and shall have
      no
      liability relating to the representations and warranties of the Servicer set
      forth in Section 4.02. In the Indenture Trustee’s capacity as such successor,
      the Indenture Trustee shall have the same limitations on liability herein
      granted to the Servicer. As compensation therefor, the Indenture Trustee shall
      be entitled to receive all compensation payable to the Servicer under this
      Agreement.

     

    (c)  Notwithstanding
      the above, the Indenture Trustee may, if it shall be unwilling to continue
      to so
      act, or shall, if it is unable to so act, appoint, or petition a court of
      competent jurisdiction to appoint, any established housing and home finance
      institution servicer, Servicer, servicing or mortgage servicing institution
      having a net worth of not less than $[15,000,000] and meeting such other
      standards for a successor Servicer as are set forth in this Agreement, as the
      successor to such Servicer in the assumption of all of the responsibilities,
      duties or liabilities of a Servicer, like the Servicer. Such successor Servicer
      may be an Affiliate of the Indenture Trustee; provided, however,
      that,
      unless such Affiliate meets the net worth requirements and other standards
      set
      forth herein for a successor Servicer, the Indenture Trustee, in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Issuer and the Indenture Trustee for such Affiliate’s actions and
      omissions in performing its duties hereunder. In connection with such
      appointment and assumption, the Indenture Trustee may make such arrangements
      for
      the compensation of such successor out of payments on the Mortgage Loans as
      it
      and such successor shall agree; provided, however,
      that no
      such compensation shall be in excess of that permitted to the Servicer
      hereunder. The Indenture Trustee and such successor shall take such actions,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession and may make other arrangements with respect to the servicing to
      be
      conducted hereunder which are not inconsistent herewith. The Servicer shall
      cooperate with the Indenture Trustee and any successor Servicer in effecting
      the
      termination of the Servicer’s responsibilities and rights hereunder including,
      without limitation, notifying the Servicer of the assignment of the servicing
      functions and providing the Indenture Trustee and successor Servicer, as
      applicable, all documents and records in electronic or other form reasonably
      requested by it to enable it to assume the Servicer’s functions hereunder and
      the transfer to the Indenture Trustee or such successor Servicer, as applicable,
      all amounts or investment property which shall at the time be or should have
      been deposited by the Servicer in the Collection Account and any other account
      or fund maintained with respect to the Notes or thereafter be received with
      respect to the Mortgage Loans. Neither the Indenture Trustee nor any other
      successor Servicer shall be deemed to be in default hereunder by reason of
      any
      failure to make, or any delay in making, any payment hereunder or any portion
      thereof caused by (i) the failure of the Servicer to deliver, or any delay
      in
      delivering, cash, documents or records to it, (ii) the failure of the Servicer
      to cooperate as required by this Agreement, (iii) the failure of the Servicer
      to
      deliver the Mortgage Loan data to the Indenture Trustee as required by this
      Agreement or (iv) restrictions imposed by any regulatory authority having
      jurisdiction over the Servicer.

     

    As
      a
      condition to any such succession, such successor Servicer shall provide to
      the
      Depositor in writing and in form and substance reasonably satisfactory to the
      Depositor, all information reasonably requested by the Depositor in order to
      comply with its reporting obligation under Item 6.02 of Form 8-K with respect
      to
      a successor Servicer.

     

    Section
      7.02.   Additional
      Remedies of Indenture Trustee Upon Servicer Event of Default.
      During
      the continuance of any Servicer Event of Default, so long as such Servicer
      Event
      of Default shall not have been remedied, the Indenture Trustee, in addition
      to
      the rights specified in Section 7.01, shall have the right, in its own name
      and
      as trustee of an express trust, to take all actions now or hereafter existing
      at
      law, in equity or by statute to enforce its rights and remedies and to protect
      the interests, and enforce the rights and remedies, of the Noteholders
      (including the institution and prosecution of all judicial, administrative
      and
      other proceedings and the filings of proofs of claim and debt in connection
      therewith). Except as otherwise expressly provided in this Agreement, no remedy
      provided for by this Agreement shall be exclusive of any other remedy, and
      each
      and every remedy shall be cumulative and in addition to any other remedy, and
      no
      delay or omission to exercise any right or remedy shall impair any such right
      or
      remedy or shall be deemed to be a waiver of any Servicer Event of
      Default.

     

    Section
      7.03.   Waiver
      of Defaults.
      The
      Majority Noteholders may, on behalf of all Noteholders, waive any default or
      Servicer Event of Default by the Servicer in the performance of its obligations
      hereunder, except that a default in the making of any required deposit to the
      Collection Account that would result in a failure of the Trust Administrator
      or
      the Paying Agent to make any required payment of principal of or interest on
      the
      Notes may only be waived with the consent of [100]% of the affected Noteholders.
      Notwithstanding the foregoing, in the event of a Servicer Event of Default
      related to the obligations set forth in Section 4.26, Section 4.14(b) (with
      respect to notice to the Depositor) and Article X, only the Depositor may waive
      such Servicer Event of Default. Upon any waiver of a past default, such default
      shall cease to exist, and any Servicer Event of Default arising therefrom shall
      be deemed to have been remedied for every purpose of this Agreement. No such
      waiver shall extend to any subsequent or other default or impair any right
      consequent thereon except to the extent expressly so waived.

     

    Section
      7.04.   Notification
      to Holders.
      Upon
      termination of the Servicer or appointment of a successor to the Servicer,
      in
      each case as provided herein, the Indenture Trustee shall promptly mail notice
      thereof by first class mail to the Noteholders at their respective addresses
      appearing on the applicable Register. The Indenture Trustee shall also, within
      [45] days after the occurrence of any Servicer Event of Default known to the
      Indenture Trustee, give written notice thereof to Noteholders, unless such
      Servicer Event of Default shall have been cured or waived prior to the issuance
      of such notice and within such [45] day period.

     

    Section
      7.05.   Directions
      by Noteholders and Duties of Indenture Trustee During Servicer Event of
      Default.
      During
      the continuance of any Servicer Event of Default, the Majority Noteholders
      may
      direct the time, method and place of conducting any proceeding for any remedy
      available to the Indenture Trustee, or exercising any trust or power conferred
      upon the Indenture Trustee, under this Agreement; provided, however,
      that the
      Indenture Trustee shall be under no obligation to pursue any such remedy, or
      to
      exercise any of the trusts or powers vested in it by this Agreement (including,
      without limitation, (i) the conducting or defending of any administrative action
      or litigation hereunder or in relation hereto and (ii) the terminating of the
      Servicer or any successor Servicer from its rights and duties as Servicer
      hereunder) at the request, order or direction of any of the Noteholders, unless
      such Noteholders shall have offered to the Indenture Trustee security or
      indemnity reasonably satisfactory to it against the cost, expenses and
      liabilities which may be incurred therein or thereby; and, provided
      further,
      that,
      the Indenture Trustee shall have the right to decline to follow any such
      direction if the Indenture Trustee, in accordance with an Opinion of Counsel,
      determines that the action or proceeding so directed may not lawfully be taken
      or if the Indenture Trustee in good faith determines that the action or
      proceeding so directed would involve it in personal liability for which it
      is
      not indemnified to its satisfaction or be unjustly prejudicial to the non
      assenting Noteholders.

     

    Section
      7.06.   Action
      Upon Certain Failures of the Servicer and Upon Servicer Event of
      Default.
      In the
      event that a Responsible Officer of the Indenture Trustee or the Trust
      Administrator shall have actual knowledge of any action or inaction of the
      Servicer that would become a Servicer Event of Default upon the Servicer’s
      failure to remedy the same after notice, the Indenture Trustee or Trust
      Administrator, as applicable, shall give notice thereof to the
      Servicer.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      VIII

     

    TERMINATION

     

    Section
      8.01.   Termination.
      The
      respective obligations and responsibilities of the Servicer, the Trust
      Administrator, the Depositor, the Issuer, the Servicer and the Indenture Trustee
      created hereby (other than obligations expressly stated to survive the
      termination of the Trust) shall terminate on the day after the day on which
      the
      Notes are paid in full (including payment pursuant to Section 8.02 below) (the
      “Termination Date”).

     

    Section
      8.02.   Termination
      Prior to Maturity Date; Optional Redemption.

     

    (a)  On
      the
      Payment Date following the Determination Date on which the Aggregate Collateral
      Balance is less than [20]% of the Aggregate Collateral Balance as of the Cut-off
      Date, _____________________________ acting directly or through one or more
      Affiliates, shall have the option to purchase the Mortgage Loans, any REO
      Property and any other property remaining in the Trust for a price equal to
      the
      Termination Price. The Servicer will be reimbursed from the Termination Price
      for any outstanding Advances, Servicing Advances and unpaid Servicing Fees
      and
      other amounts not previously reimbursed pursuant to the provisions of this
      Agreement, as applicable, and the Trust Administrator, the Owner Trustee and
      the
      Indenture Trustee shall be reimbursed for any previously unreimbursed amounts
      for which they are entitled to be reimbursed pursuant to this Agreement, the
      Indenture or the Trust Agreement, as applicable. If such option is exercised,
      the Trust will be terminated resulting in a mandatory redemption of the Notes.
      _____________________ shall deliver written notice of its intention to exercise
      such option to the Issuer, the Trust Administrator, the Indenture Trustee and
      the Servicer not less than [15] days prior to the applicable Payment Date.
      If
      _____________________ fails to exercise such option prior to the Stepup Date,
      the Note Interest Rate for each class of Notes will be increased as set forth
      herein beginning on the Stepup Date and for each Payment Date thereafter.
      _____________________ shall deliver written notice of its intention to exercise
      such option to the Issuer, the Indenture Trustee and the Servicer not less
      than
      [ten] days prior to the applicable Payment Date.

     

    (b)  In
      addition, if ______________________ does not exercise its purchase option
      pursuant to subsection (a) of this Section 8.02, then, on the Payment Date
      following the Determination Date on which the Aggregate Collateral Balance
      is
      less than [10]% of the Aggregate Collateral Balance as of the Cut-off Date,
      the
      Servicer acting directly or through one or more Affiliates, shall have the
      option to purchase the Mortgage Loans, any REO Property and any other property
      remaining in the Trust for a price equal to the Termination Price. All
      conditions applying to _____________________’s right to purchase the Mortgage
      Loans pursuant to paragraph (a) above shall also apply to the Servicer’s
      right.

     

    (c)  Promptly
      following any such purchase pursuant to paragraph (a) or (b) of this Section
      and
      receipt of an Officer’s Certificate of _____________________ or of the Servicer,
      as applicable, that the purchase price has been deposited in the Collection
      Account, the Indenture Trustee shall release the Mortgage Files to the purchaser
      of such Mortgage Loans pursuant to this Section 8.02, or otherwise upon its
      order.

     

    Section
      8.03.   Certain
      Notices upon Final Payment.
      The
      Servicer or the Trust Administrator, as applicable, shall give the Issuer,
      the
      Indenture Trustee, the Owner Trustee, each Rating Agency, each Noteholder and
      the Depositor at least [30] days’ prior written notice of the date on which the
      Trust is expected to terminate in accordance with Section 8.01, or the date
      on
      which the Notes will be redeemed in accordance with Section 8.02. Not later
      than
      the [fifth] Business Day in the Collection Period in which the final payment
      in
      respect to the Notes is payable to the Noteholders, the Indenture Trustee shall
      mail to the Noteholders a notice specifying the procedures with respect to
      such
      final payment. The Trust Administrator on behalf of the Indenture Trustee shall
      give a copy of such notice to each Rating Agency at the time such notice is
      given to Noteholders. Following the final payment thereon, such Notes shall
      become void, no longer outstanding and no longer evidence any right or interest
      in the Mortgage Loans, the Mortgage Files or any proceeds of the
      foregoing.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      IX

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      9.01.   Binding
      Nature of Agreement; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns.

     

    Section
      9.02.   Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof, and supersedes all prior
      agreements, understandings, inducements and conditions, express or implied,
      oral
      or written, of any nature whatsoever with respect to the subject matter hereof.
      The express terms hereof control and supersede any course of performance and/or
      usage of the trade inconsistent with any of the terms hereof.

     

    Section
      9.03.   Amendment.

     

    (a)  This
      Agreement may be amended from time to time by the parties hereto, without notice
      to or the consent of any of the Holders of the Notes, (i) to cure any ambiguity,
      (ii) to conform the provisions of this Agreement to the information contained
      in
      the Prospectus or to correct or supplement any provision herein, (iii) to make
      any other provision with respect to matters or questions arising under this
      Agreement or (iv) to add, delete, or amend any provision in order to comply
      with
      any requirements imposed by the Code, ERISA and their related regulations.
      No
      such amendment effected pursuant to the preceding sentence shall, as evidenced
      by an Opinion of Counsel (which shall be an expense of the party requesting
      such
      amendment and shall not be an expense of the Trust or the Indenture Trustee),
      (1) affect the status of the Notes as debt for federal income tax purposes
      or
      (2) only in the case of an amendment effected pursuant to clause (iii) of such
      sentence, adversely affect in any material respect the interests of any Holder.
      Prior to entering into any amendment without the consent of Holders pursuant
      to
      this paragraph, the Indenture Trustee may require an Opinion of Counsel (at
      the
      expense of the party requesting such amendment) to the effect that such
      amendment is permitted under this paragraph. Any such amendment shall be deemed
      not to adversely affect in any material respect any Holder, if the Indenture
      Trustee receives written confirmation from each Rating Agency that such
      amendment will not cause such Rating Agency to reduce the then current ratings
      assigned to the Notes.

     

    (b)  This
      Agreement may also be amended from time to time by the parties hereto with
      the
      consent of (i) the Holders of each Class of Notes affected thereby evidencing
      Voting Interests aggregating not less than [66-2/3]% of each such Class and
      (ii)
      the Holder of the Ownership Certificate, for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or modifying in any manner the rights of Noteholders;
provided,
      however,
      that no
      such amendment may (i) reduce in any manner the amount of, or delay the timing
      of, payments that are required to be made in respect of any Notes without the
      consent of the Holder of each such Note affected thereby or (ii) reduce the
      percentage of Notes the Holders of which are required to consent to any such
      amendment without the consent of the Holders of [100]% of the Class Principal
      Amount of the Notes. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of Book-Entry Notes, the
      related Note Owners.

     

    (c)  Promptly
      after the execution of any such amendment, the Indenture Trustee shall furnish
      written notification of the substance of such amendment to each Holder, the
      Depositor and to each Rating Agency.

     

    (d)  It
      shall
      not be necessary for the consent of Holders under this Section 9.03 to approve
      the particular form of any proposed amendment, but it shall be sufficient if
      such consent shall approve the substance thereof. The manner of obtaining such
      consents and of evidencing the authorization of the execution thereof by Holders
      shall be subject to such reasonable regulations as the Indenture Trustee may
      prescribe.

     

    Section
      9.04.   Acts
      of Noteholders.
      Except
      as otherwise specifically provided herein, whenever Noteholder action, consent
      or approval is required under this Agreement, such action, consent or approval
      shall be deemed to have been taken or given on behalf of, and shall be binding
      upon, all Noteholders if the Majority Noteholders agree to take such action
      or
      give such consent or approval.

     

    Section
      9.05.   Recordation
      of Agreement.
      To the
      extent permitted by applicable law, this Agreement, or a memorandum thereof
      if
      permitted under applicable law, is subject to recordation in all appropriate
      public offices for real property records in all of the counties or other
      comparable jurisdictions in which any or all of the properties subject to the
      Mortgages are situated, and in any other appropriate public recording office
      or
      elsewhere, such recordation to be effected by the Depositor on direction and
      at
      the expense of Holders of not less than [66-2/3]% of the Note Principal Amount
      of the Notes and of the Holder of the Ownership Certificate requesting such
      recordation, but only when accompanied by an Opinion of Counsel to the effect
      that such recordation materially and beneficially affects the interests of
      the
      Noteholders, or is necessary for the administration or servicing of the Mortgage
      Loans.

     

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

     

    Section
      9.07.   Notices.
      All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if mailed by overnight courier, addressed as
      follows or delivered by facsimile (or such other address as may hereafter be
      furnished to the other party by like notice):

     

    (i)  if
      to the
      Seller:

     

    ______________________________________

     

    ______________________________________

     

    ______________________________________

     

    Attention:
      _____________________________

     

    Telephone:
      ____________________________

     

    Facsimile:
      _____________________________

     

    with
      a
      copy to:

     

    ______________________________________

     

    (ii)  if
      to the
      Servicer:

     

    ______________________________________

     

    ______________________________________

     

    ______________________________________

     

    Attention:
      _____________________________

     

    Telephone:
      ____________________________

     

    Facsimile:
      _____________________________

     

    with
      a
      copy to:

     

    ______________________________________

     

    (iii)  if
      to the
      Trust Administrator:

     

    ______________________________________

     

    ______________________________________

     

    ______________________________________

     

    Attention:
      _____________________________

     

    Telephone:
      ____________________________

     

    Facsimile:
      _____________________________

     

    if
      to the
      Indenture Trustee:

     

    ______________________________________

     

    ______________________________________

     

    ______________________________________

     

    Attention:
      _____________________________

     

    Telephone:
      ____________________________

     

    Facsimile:
      _____________________________

     

    (iv)  if
      to the
      Depositor:

     

    IndyMac
      ABS, Inc.

    155
      North
      Lake Avenue

    Pasadena,
      California 91101

    Attention:
      _______ 200_-__

     

    (v)  if
      to the
      Issuer:

     

    c/o
      ___________________________________

     

    ______________________________________

     

    ______________________________________

     

    ______________________________________

     

    Attention:
      _____________________________

     

    All
      demands, notices and communications to a party hereunder shall be in writing
      and
      shall be deemed to have been duly given when delivered to such party at the
      relevant address, facsimile number or electronic mail address set forth above
      or
      at such other address, facsimile number or electronic mail address as such
      party
      may designate from time to time by written notice in accordance with this
      Section 9.07.

     

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

     

    Section
      9.09.   Indulgences;
      No Waivers.
      Neither
      the failure nor any delay on the part of a party to exercise any right, remedy,
      power or privilege under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or of any other right,
      remedy, power or privilege, nor shall any waiver of any right, remedy, power
      or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any other occurrence. No waiver
      shall
      be effective unless it is in writing and is signed by the party asserted to
      have
      granted such waiver.

     

    Section
      9.10.   Headings
      Not To Affect Interpretation.
      The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

     

    Section
      9.11.   Benefits
      of Agreement.
      Nothing
      in this Agreement or in the Notes, express or implied, shall give to any Person,
      other than the parties to this Agreement and their successors hereunder and
      the
      Holders of the Notes, any benefit or any legal or equitable right, power, remedy
      or claim under this Agreement. Notwithstanding the foregoing, (i) the Owner
      Trustee shall be an express third-party beneficiary of this Agreement and (ii)
      _____________________ shall be an express third-party beneficiary with respect
      to Section 8.02.

     

    Section
      9.12.   Special
      Notices to the Rating Agencies.

     

    (a)  The
      Servicer shall give prompt notice to each Rating Agency of the occurrence of
      any
      of the following events of which it has notice:

     

    (i)  any
      amendment to this Agreement pursuant to Section 9.03; and

     

    (ii)  the
      making of a final payment hereunder.

     

    (b)  All
      notices to the Rating Agencies provided for by this Section shall be in writing
      and sent by first class mail, telecopy or overnight courier, as
      follows:

     

    if
      to
      [Moody’s]:

     

    [Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10004

    Fax
      no.:
      (212) 553-4392]

     

    if
      to
      [S&P]:

     

    [Standard
      & Poor’s Ratings Services, a division

    of
      The
      McGraw-Hill Companies, Inc.

    55
      Water
      Street

    New
      York,
      New York 10041

    Fax
      no.:
      (212) 438-2661]

     

    (c)  The
      Trust
      Administrator shall make available to the Rating Agencies each report prepared
      pursuant to Section 4.11.

     

    Section
      9.13.   Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall constitute one and
      the
      same instrument.

     

    Section
      9.14.   Execution
      by the Issuer.
      It is
      expressly understood and agreed by the parties hereto that (a) this Agreement
      is
      executed and delivered by __________________, not individually or personally
      but
      solely as Owner Trustee of the Issuer, in the exercise of the powers and
      authority conferred and vested in it as trustee, (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 _____________________ but is made and intended for the purpose
      of
      binding only the Issuer, (c) nothing herein contained shall be construed as
      creating any liability on ______________________, 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 ______________________ 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 Agreement or any other
      document.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      X

     

    EXCHANGE
      ACT REPORTING

     

    Section
      10.01.   Filing
      Obligations.

     

    The
      Servicer, the Trust Administrator, the [Indenture Trustee], the Owner Trustee
      and the Seller shall reasonably cooperate with the Depositor in connection
      with
      the satisfaction of the Depositor’s reporting requirements under the Exchange
      Act with respect to the Trust Fund. In addition to the information specified
      below, if so requested by the Depositor for the purpose of satisfying its
      reporting obligation under the Exchange Act, the Servicer, the Trust
      Administrator, the [Indenture Trustee], the Owner Trustee and the Seller shall
      provide the Depositor with (a) such information which is available to such
      Person without unreasonable effort or expense and within such timeframe as
      may
      be reasonably requested by the Depositor to comply with the Depositor’s
      reporting obligations under the Exchange Act and (b) to the extent such Person
      is a party (and the Depositor is not a party) to any agreement or amendment
      required to be filed, copies of such agreement or amendment in EDGAR-compatible
      form. 

     

    Section
      10.02.   Form
      10-D Filings.

     

    (a)  In
      accordance with the Exchange Act, the Trust Administrator shall prepare for
      filing and file within 15 days after each Payment Date (subject to permitted
      extensions under the Exchange Act) with the Commission with respect to the
      Trust
      Fund, a Form 10-D with copies of the Monthly Report and, to the extent delivered
      to the Trust Administrator, no later than 10 days following the Payment Date,
      such other information identified by the Depositor or the Servicer, in writing,
      to be filed with the Commission (such other information, the “Additional
      Designated Information”). If the Depositor or Servicer directs that any
      Additional Designated Information is to be filed with any Form 10-D, the
      Depositor or Servicer, as the case may be, shall specify the Item on Form 10-D
      to which such information is responsive and, with respect to any Exhibit to
      be
      filed on Form 10-D, the Exhibit number. Any information to be filed on Form
      10-D
      shall be delivered to the Trust Administrator in EDGAR-compatible form or as
      otherwise agreed upon by the Trust Administrator and the Depositor or the
      Servicer, as the case may be, at the [Servicer’s] expense, and any necessary
      conversion to EDGAR-compatible format will be at the Depositor’s expense. At the
      reasonable request of, and in accordance with the reasonable directions of,
      the
      Depositor or the Servicer, subject to the two preceding sentences, the Trust
      Administrator shall prepare for filing and file an amendment to any Form 10-D
      previously filed with the Commission with respect to the Trust Fund. The
      [Servicer] shall sign the Form 10-D filed on behalf of the Trust
      Fund.

     

    (b)  No
      later
      than each Payment Date, each of the Servicer, the Trust Administrator, the
      Owner
      Trustee and the [Indenture Trustee] shall notify the Depositor and the Servicer
      of any Form 10-D Disclosure Item, together with a description of any such Form
      10-D Disclosure Item in form and substance reasonably acceptable to the
      Depositor. In addition to such information as the Servicer, the Trust
      Administrator and the [Indenture Trustee] are obligated to provide pursuant
      to
      other provisions of this Agreement, if so requested by the Depositor, each
      of
      the Servicer, the Trust Administrator and the [Indenture Trustee] shall provide
      such information which is available to the Servicer, the Trust Administrator
      and
      the [Indenture Trustee], as applicable, without unreasonable effort or expense
      regarding the performance or servicing of the Mortgage Loans (in the case of
      the
      Servicer, the [Indenture Trustee] and the Trust Administrator, based on the
      information provided by the Servicer) as is reasonably required to facilitate
      preparation of distribution reports in accordance with Item 1121 of Regulation
      AB. Such information shall be provided concurrently with the remittance reports
      in the case of the Servicer and the reports to the noteholders in the case
      of
      the Trust Administrator and the [Indenture Trustee], commencing with the first
      such report due not less than five Business Days following such request.


     

    (c)  The
      Trust
      Administrator shall not have any responsibility to file any items (other than
      those generated by it) that have not been received in a format suitable (or
      readily convertible into a format suitable) for electronic filing via the EDGAR
      system and shall not have any responsibility to convert any such items to such
      format (other than those items generated by it or that are readily convertible
      to such format). The Trust Administrator shall have no liability to the
      Noteholders, the Trust Fund, the Servicer, the [Indenture Trustee] or the
      Depositor with respect to any failure to properly prepare or file any of Form
      10-D to the extent that such failure is not the result of any negligence, bad
      faith or willful misconduct on its part. 

     

    Section
      10.03.   Form
      8-K Filings.

     

    The
      Servicer shall prepare and file on behalf of the Trust Fund any Form 8-K
      required by the Exchange Act. [Each Form 8-K must be signed by the Servicer.]
      Each of the Servicer, the Trust Administrator, the Owner Trustee and the
      [Indenture Trustee] shall promptly notify the Depositor and the Servicer (if
      the
      notifying party is not the Servicer), but in no event later than one (1)
      Business Day after its occurrence, of any Reportable Event of which it has
      actual knowledge. Each Person shall be deemed to have actual knowledge of any
      such event to the extent that it relates to such Person or any action or failure
      to act by such Person.

     

    Section
      10.04.   Form
      10-K Filings.

     

    Prior
      to
      March 30th of each year, commencing in 20[ ] (or such earlier date as may be
      required by the Exchange Act), the Servicer shall prepare and file on behalf
      of
      the Trust Fund a Form 10-K, in form and substance as required by the Exchange
      Act. A senior officer in charge of the servicing function of the Servicer shall
      sign each Form 10-K filed on behalf of the Trust Fund. Such Form 10-K shall
      include as exhibits each (i) annual compliance statement described under Section
      4.26, (ii) annual report on assessments of compliance with servicing criteria
      described under Section 10.07 and (iii) accountant’s report described under
      Section 10.07. Each Form 10-K shall also include any Sarbanes-Oxley
      Certification required to be included therewith, as described in Section 10.05.
      

     

    If
      the
      Item 1119 Parties listed on Exhibit G have changed since the Closing Date,
      no
      later than March 1 of each year, the [Depositor/Servicer] shall provide each
      of
      the Servicer, the Trust Administrator, the Owner Trustee and the [Indenture
      Trustee] with an updated Exhibit G setting forth the Item 1119 Parties. No
      later
      than March 15 of each year, commencing in 20[ ], the Servicer, the Trust
      Administrator, the Owner Trustee and the [Indenture Trustee] shall notify the
      Depositor and the Servicer of any Form 10-K Disclosure Item, together with
      a
      description of any such Form 10-K Disclosure Item in form and substance
      reasonably acceptable to the Depositor. Additionally, each of the Servicer,
      the
      Trust Administrator and the [Indenture Trustee] shall provide, and shall cause
      each Reporting Subcontractor retained by the Servicer, the Trust Administrator
      or the [Indenture Trustee], as applicable, to provide the following information
      no later than March 15 of each year in which a Form 10-K is required to be
      filed
      on behalf of the Trust Fund: (i) if such Person’s report on assessment of
      compliance with servicing criteria described under Section 10.07 or related
      registered public accounting firm attestation report described under Section
      10.07 identifies any material instance of noncompliance, notification of such
      instance of noncompliance and (ii) if any such Person’s report on assessment of
      compliance with servicing criteria or related registered public accounting
      firm
      attestation report is not provided to be filed as an exhibit to such Form 10-K,
      information detailing the explanation why such report is not included.


     

    Section
      10.05.   Sarbanes-Oxley
      Certification.

     

    (a)  Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley
      Certification”)
      required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
      to
      Section 302 of the Sarbanes-Oxley Act of 2002 and the rules and regulations
      of
      the Commission promulgated thereunder (including any interpretations thereof
      by
      the Commission’s staff)). No later than March 15 of each year, beginning in 20[
      ], the Depositor, the Servicer, the Trust Administrator and the [Indenture
      Trustee] shall (unless such person is the Certifying Person) provide to the
      Person who signs the Sarbanes-Oxley Certification (the “Certifying
      Person”)
      a
      certification (each, a “Performance
      Certification”),
      in
      the form attached hereto as Exhibit F-1 (in the case of the Servicer) and
      Exhibit F-2 (in the case of the Trust Administrator and the [Indenture
      Trustee]), on which the Certifying Person, the entity for which the Certifying
      Person acts as an officer, and such entity’s officers, directors and Affiliates
      (collectively with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer in charge of the servicing function of
      the
      Servicer shall serve as the Certifying Person on behalf of the Trust Fund.
      Neither the Servicer nor the Depositor will request delivery of a certification
      under this clause unless the Depositor is required under the Exchange Act to
      file an annual report on Form 10-K with respect to the Trust Fund. In the event
      that prior to the filing date of the Form 10-K in March of each year, the
      Servicer, the Trust Administrator, the [Indenture Trustee] or the Depositor
      has
      actual knowledge of information material to the Sarbanes-Oxley Certification,
      the Trust Administrator, the Servicer, the [Indenture Trustee] or the Depositor,
      as the case may be, shall promptly notify the Servicer and the Depositor. The
      respective parties hereto agree to cooperate with all reasonable requests made
      by any Certifying Person or Certification Party in connection with such Person’s
      attempt to conduct any due diligence that such Person reasonably believes to
      be
      appropriate in order to allow it to deliver any Sarbanes-Oxley Certification
      or
      portion thereof with respect to the Trust Fund.

     

    Section
      10.06.   Form
      15 Filing.

     

    Prior
      to
      January 30 of the first year in which the Depositor is able to do so under
      applicable law, the Depositor shall file a Form 15 relating to the automatic
      suspension of reporting in respect of the Trust Fund under the Exchange
      Act.

     

    Section
      10.07.   Report
      on Assessment of Compliance and Attestation.

     

    (a)  On
      or
      before March 15 of each calendar year, commencing in 20[ ]:

     

    (1)  Each
      of
      the Servicer, the Trust Administrator and the [Indenture Trustee] shall deliver
      to the Depositor and the Servicer a report (in form and substance reasonably
      satisfactory to the Depositor) regarding the Servicer’s, the Trust
      Administrator’s or the [Indenture Trustee]’s, as applicable, assessment of
      compliance with the Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122 of Regulation AB. Such report shall be signed by an authorized officer
      of
      such Person and shall address each of the Servicing Criteria specified on a
      certification substantially in the form of Exhibit H hereto delivered to the
      Depositor concurrently with the execution of this Agreement. To the extent
      any
      of the Servicing Criteria are not applicable to such Person, with respect to
      asset-backed securities transactions taken as a whole involving such Person
      and
      that are backed by the same asset type backing the Notes, such report shall
      include such a statement to that effect. The Depositor and the Servicer, and
      each of their respective officers and directors shall be entitled to rely on
      upon each such servicing criteria assessment.

     

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

     

    (3)  The
      Servicer shall cause each Reporting Subcontractor to deliver to the Depositor
      an
      assessment of compliance and accountant’s attestation as and when provided in
      paragraphs (a) and (b) of this Section 10.07. 

     

    (4)  Each
      of
      the Trust Administrator and the [Indenture Trustee] shall cause each Reporting
      Subcontractor to deliver to the Depositor and the Servicer an assessment of
      compliance and accountant’s attestation as and when provided in paragraphs (a)
      and (b) of this Section.

     

    (5)  The
      Servicer, the Trust Administrator and the [Indenture Trustee] shall execute
      (and
      the Servicer, the Trust Administrator and the [Indenture Trustee] shall cause
      each Reporting Subcontractor to execute) a reliance certificate to enable the
      Certification Parties to rely upon each (i) annual compliance statement provided
      pursuant to Section 4.26, (ii) annual report on assessments of compliance with
      servicing criteria provided pursuant to this Section 10.07 and (iii)
      accountant’s report provided pursuant to this Section 10.07 and shall include a
      certification that each such annual compliance statement or report discloses
      any
      deficiencies or defaults described to the registered public accountants of
      such
      Person to enable such accountants to render the Notes provided for in this
      Section 10.07. In the event the Servicer, the Trust Administrator or Reporting
      Subcontractor is terminated or resigns during the term of this Agreement, such
      Person shall provide a certification to the Certifying Person pursuant to this
      Section 10.07 with respect to the period of time it was subject to this
      Agreement or provided services with respect to the Trust Fund, the Notes or
      the
      Mortgage Loans. 

     

    (b)  An
      assessment of compliance provided by a Subcontractor pursuant to Section
      10.07(a)(3) or (4) need not address any elements of the Servicing Criteria
      other
      than those specified by the Servicer, the Trust Administrator or the [Indenture
      Trustee], as applicable, pursuant to Section 10.07(a)(1).

     

    Section
      10.08.   Use
      of
      Subcontractors.

     

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

     

    As
      a
      condition to the utilization of any Subcontractor determined to be a Reporting
      Subcontractor, the Servicer, the Trust Administrator or the [Indenture Trustee],
      as applicable, shall cause any such Subcontractor used by such Person for the
      benefit of the Depositor to comply with the provisions of Sections 10.07 and
      10.09 of this Agreement to the same extent as if such Subcontractor were the
      Servicer, the Trust Administrator or the [Indenture Trustee], as applicable
      (except with respect to the Servicer’s duties with respect to preparing and
      filing any Exchange Act Reports or as the Certifying Person). The Servicer,
      the
      Trust Administrator or the [Indenture Trustee], as applicable, shall be
      responsible for obtaining from each Subcontractor and delivering to the
      Depositor and the Servicer, any assessment of compliance and attestation
      required to be delivered by such Subcontractor under Section 10.07, in each
      case
      as and when required to be delivered.

     

    Section
      10.09.   Amendments.

     

    In
      the
      event the parties to this Agreement desire to further clarify or amend any
      provision of this Article X this Agreement shall be amended to reflect the
      new
      agreement between the parties covering matters in this Article X pursuant to
      Section 9.03, which amendment shall not require any Opinion of Counsel or Rating
      Agency confirmations or the consent of any Noteholder.

     

    If,
      during the period that the Depositor is required to file Exchange Act Reports
      with respect to the Trust Fund, the Servicer is no longer an Affiliate of the
      Depositor, the Depositor shall assume the obligations and responsibilities
      of
      the Servicer in this Article [XI] with respect to the preparation and filing
      of
      the Exchange Act Reports and/or acting as the Certifying Person, if the
      Depositor has received indemnity from such successor Servicer satisfactory
      to
      the Depositor, and such Servicer has agreed to provide a Sarbanes-Oxley
      Certification to the Depositor substantially in the form of Exhibit
      K.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

     

    [                                ]
      200__-[   ],

    as
      Issuer

     

    
      	 	
              By:

            	
              ________________________,
                not in its individual capacity but solely as Owner
                Trustee

            


    

     

    


     

    By:
      ___________________________________

    Name:

    Title:

     

    INDYMAC
      ABS, INC.,

    as
      Depositor

     

    


     

    By:
      ___________________________________

    Name:

    Title:

     

    ____________________________________,
      not in its individual capacity but solely as Indenture Trustee

     

    


     

    By:
      ___________________________________

    Name: 

    Title: 

     

    ______________________________________,

    as
      Trust
      Administrator and Servicer

     

    


     

    By:
      ___________________________________

    Name:

    Title:

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    ______________________________________,

    as
      Servicer

     

    


     

    By:
      ___________________________________

    Name:

    Title:

     

    ____________________________,
      as Seller

     

    


     

    By:
      ___________________________________

    Name:

    Title:

     

    With
      Respect to Article [XI] only

     

    _________________________,
      as Owner Trustee

     

    By:
      _________________________________

    Name:

    Title:

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      this
      ___ day of ___________ 200_, before me, personally appeared ____________, known
      to me to be a _______ of ____________________, one of the corporations that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            	 


    

    


     

    On
      the
      ___ day of ___________ 200_, before me, personally appeared __________, known
      to
      me to be a _________________ of IndyMac ABS, Inc., one of the corporations
      that
      executed the within instrument and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ of ___________ 200_, before me, a Notary Public in and for said State,
      personally appeared ______________ known to me to be a _____________ of
      ____________________________________, one of the corporations that executed
      the
      within instrument and also known to me to be the person who executed it on
      behalf of said corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ of ___________ 200_, before me, a Notary Public in and for said State,
      personally appeared ______________ known to me to be a _____________ of
      ____________________, a national banking association that executed the within
      instrument and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ of ___________ 200_, before me, a Notary Public in and for said State,
      personally appeared ______________ known to me to be a _____________ of
      _________________________, one of the corporations that executed the within
      instrument and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

     

    Notary
      Public

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ____ of ___________ 200_, before me, a Notary Public in and for said State,
      personally appeared ______________ known to me to be a _____________ of
      ____________________________, one of the corporations that executed the within
      instrument and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

     

    [NOTARIAL
      SEAL]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A-1

     

    


     

    FORM
      OF
      INITIAL CERTIFICATION

     

                            ____________________________

                            Date

     

    
      	
              [Trust
                Administrator]____________________

              ____________________________________

              ____________________________________

              Attention:
                ___________________________

            	
               

              ____________________________________

              ____________________________________

              ____________________________________

              Attention:
                ___________________________

            
	
              [IndyMac
                ABS, Inc.

              155
                North Lake Avenue

              Pasadena,
                California 91101]

            	 


    

    


     

    
      	 	
              Re:

            	
              Sale
                and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of
                _______, 200_ by and among [IndyMac ABS, Inc.], as Depositor,
                ____________________________________, as Indenture Trustee,
                ____________________, as Trust Administrator and Servicer, ______
                [                                ]
                200__-[   ], as Issuer and
                ____________________________,
                as Seller

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(a) of the Sale and Servicing Agreement, subject
      to
      review of the contents thereof, the Indenture Trustee (or its custodian), hereby
      certifies that it has received the documents listed in Section 2.01(b) of the
      Sale and Servicing Agreement for each Mortgage File pertaining to each Mortgage
      Loan listed on Schedule A to the Sale and Servicing Agreement, subject to any
      exceptions noted on Schedule I hereto.

     

    Capitalized
      words and phrases used herein and not otherwise defined herein shall have the
      respective meanings assigned to them in the Sale and Servicing Agreement. This
      certificate is subject in all respects to the terms of Section 2.02 of the
      Sale
      and Servicing Agreement and the Sale and Servicing Agreement sections
      cross-referenced therein.

     

    [Indenture
      Trustee]

    


     

    By:_____________________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A-2

     

    


     

    FORM
      OF INTERIM CERTIFICATION

     

                                _________________

                                Date

     

    
      	
              [Trust
                Administrator]____________________

              ____________________________________

              ____________________________________

              Attention:
                ___________________________

            	
               

              ____________________________________

              ____________________________________

              ____________________________________

              Attention:
                ___________________________

            
	
              [IndyMac
                ABS, Inc.

              155
                North Lake Avenue

              Pasadena,
                California 91101]

            	 


    

    


     

    
      	 	
              Re:

            	
              Sale
                and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of
                _______, 200_ by and among [IndyMac ABS, Inc.], as Depositor,
                ____________________________________, as Indenture Trustee,
                ____________________, as Trust Administrator and Servicer, ______
                [                                ]
                200__-[   ], as Issuer and ____________________________, as
                Seller

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(b) of the Sale and Servicing Agreement, the
      undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on Schedule I hereto) it (or its custodian) has received the
      applicable documents listed in Section 2.01(b) of the Sale and Servicing
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents identified above and has determined that
      each such document appears regular on its face and appears to relate to the
      Mortgage Loan identified in such document.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Sale and Servicing Agreement. This certificate is qualified in
      all
      respects by the terms of said Sale and Servicing Agreement including, but not
      limited to, Section 2.02(b).

     

    [Indenture
      Trustee]

    


     

    By:_____________________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A-3

     

    


     

    FORM
      OF FINAL CERTIFICATION

     

                                _________________

                            Date

     

    
      	
              [Trust
                Administrator]____________________

              ____________________________________

              ____________________________________

              Attention:
                ___________________________

            	
               

              ____________________________________

              ____________________________________

              ____________________________________

              Attention:
                ___________________________

            
	
              [IndyMac
                ABS, Inc.

              155
                North Lake Avenue

              Pasadena,
                California 91101]

            	 


    

    


    
      	 	
              Re:

            	
              Sale
                and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of
                _______, 200_ by and among [IndyMac ABS, Inc.], as Depositor,
                ____________________________________, as Indenture Trustee,
                ____________________, as Trust Administrator and Servicer, ______
                [                                ]
                200__-[   ], as Issuer and ____________________________, as
                Seller

            


    

    


     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(d) of the Sale and Servicing Agreement, the
      undersigned hereby certifies that as to each Mortgage Loan listed in the
      Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
      on
      Schedule I hereto) it (or its custodian) has received the applicable documents
      listed in Section 2.01(b) of the Sale and Servicing Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears to be complete and, based on an examination of such
      documents, the information set forth in the Mortgage Loan Schedule is
      correct.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Sale and Servicing Agreement. This certificate is qualified in
      all
      respects by the terms of said Sale and Servicing Agreement.

     

    [Indenture
      Trustee]

    


     

    By:_____________________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A-4

     

    


     

    FORM
      OF ENDORSEMENT

     

    Pay
      to
      the order of ____________________________________, as indenture trustee (the
      “Indenture Trustee”) under the Sale and Servicing Agreement dated as of _______,
      200_ by and among [IndyMac ABS, Inc.], as Depositor, the Indenture Trustee,
      ____________________, as Trust Administrator and Servicer, ______
      [                                ]
      200__-[   ], as Issuer, as Seller, relating to ______
      [                                ]
      200__-[   ] Mortgage Backed Notes, Series 200_-__, without
      recourse.

     

     

    __________________________________

    [current
      signatory on note]

     

     

    By:_______________________________

    Name:

    Title:

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      B

     

    


     

    [Reserved]

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      C

     

    


     

    FORM
      OF
      LOST NOTE AFFIDAVIT

     

    I,
      _________________________________________, being duly sworn, do hereby state
      under oath that:

     

    1. I
      am a
      duly elected ______________________ of ____________________________ (the
“Company”) and am duly authorized to make this affidavit.

     

    2. This
      affidavit is being delivered in connection with the transfer of the Mortgage
      Loan described in Paragraph 3 hereof by the Company pursuant to the Sale and
      Servicing Agreement, dated as of _______, 200_, among ______ Mortgage Investment
      Trust 200_-__, as Issuer, [IndyMac ABS, Inc.], as Depositor,
      ____________________, as Servicer and as Trust Administrator,
      _________________________, as Servicer, ____________________________, as Seller,
      and ____________________________________, as Indenture Trustee, relating to
      the
      [                                ]
      200__-[   ], Mortgage Backed Notes, Series 200_-__ (the
“Agreement”).

     

    3. The
      ______________ is the payee under the following described Mortgage Note
      (“Mortgage Note”) which evidences the obligation of the borrower(s) to repay the
      Mortgage Loan:

     

    Loan
      Number: __________________________________

     

    Mortgage
      Note Date:_____________________________

     

    Borrower(s):
      ___________________________________

     

    Original
      Payee (if not the Company): _______________

     

    Original
      Amount:________________________________

     

    Mortgage
      Rate: _________________________________

     

    Address
      of Mortgaged Property: ____________________

     

    _____________________________________________

     

    4. The
      Company is the lawful owner of the Mortgage Note and has not cancelled, altered,
      assigned or hypothecated the Mortgage Note.

     

    5. A
      thorough and diligent search for the executed original Mortgage Note was
      undertaken and was unsuccessful.

     

    6. Attached
      hereto is a true and correct copy of the Mortgage Note.

     

    7. The
      Mortgage Note has not been endorsed by the Company in any manner inconsistent
      with its transfer of the Mortgage Loan under the Mortgage Loan Purchase
      Agreement.

     

    8. Without
      limiting the generality of the rights and remedies of the Indenture Trustee
      contained in the Agreement, the Company hereby confirms and agrees that in
      the
      event the inability to produce the executed original Mortgage Note results
      in a
      breach of the representations, warranties and covenants appearing in Section
      2
      of the Mortgage Loan Purchase Agreement and Section 3.01 of the Agreement,
      the
      Company shall repurchase the Mortgage Loan at the Purchase Price and otherwise
      in accordance with Section 3.03 of the Agreement. In addition, the Company
      covenants and agrees to indemnify the Indenture Trustee and the Trust from
      and
      hold them harmless against any and all losses, liabilities, damages, claims
      or
      expenses arising from the Company’s failure to have delivered the Mortgage Note
      to the Indenture Trustee, including without limitation any such losses,
      liabilities, damages, claims or expenses arising from any action to enforce
      the
      indebtedness evidenced by the Mortgage Note or any claim by any third party
      who
      is the holder of such indebtedness by virtue of possession of the Mortgage
      Note.

     

    9. In
      the
      event that the Company locates the executed original Mortgage Note, it shall
      promptly provide the Mortgage Note to the Indenture Trustee.

     

    10. Capitalized
      terms used but not otherwise defined herein shall have the meanings given to
      them in the Agreement.

     

    Date:
      _______________________

     

    ______________________________

    (signature)

     

    ______________________________

    (print
      name)

     

    ______________________________

    (print
      title)

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      D

     

    


     

    ESCROW
      ACCOUNT LETTER AGREEMENT

     

                            ______________
      __,
      ____

     

    To:          
      ______________________


     

    ______________________


     

    ______________________

    (the
      “Depository”)

     

    As
      Servicer under the Sale and Servicing Agreement dated as of _______, 200_,
      by
      and among [IndyMac ABS, Inc.], as Depositor, you, as Indenture Trustee,
      ____________________, as Trust Administrator and Servicer,
      [                                ]
      200__-[   ], as Issuer, _________________________, as Servicer
      and ____________________________, as Seller (the “Sale and Servicing
      Agreement”), we hereby authorize and request you to establish an account, as an
      Escrow Account pursuant to Section 4.02(f) of the Sale and Servicing Agreement,
      designated as “_________________________ in trust for _________________________,
      as Indenture Trustee for
      [                                ]
      200__-[   ].” All deposits in the account shall be subject to
      withdrawal therefrom by order signed by the Servicer. This letter is submitted
      to you in duplicate. Please execute and return one original to us.

     

    ____________________________________

    Servicer

     

    By:
      _________________________________

    Name:
      ___________________________

    Title:
      ____________________________

    Date:
      ____________________________

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      undersigned, as Depository, hereby certifies that the above described account
      has been established under Account Number ______, at the office of the
      Depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above.

    


     

    __________________________________________

    Depository

     

    By:
      ______________________________________

    Name:

    Title:

    Date:

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      E-1

     

    


     

    FORM
      OF
      MONTHLY REMITTANCE ADVICE

     

    [On
      file
      with the Servicer]


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      E-2

     

    


     

    STANDARD
      LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT

     

    


     

    [On
      file
      with the Servicer] 


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      E-3

     

    


     

    Form
      332 Realized Loss Report

     

    ____________________

     

    [On
      file
      with Servicer]

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      F-1

     

    


     

    FORM
      OF
      PERFORMANCE CERTIFICATION

     

    (Servicer)

     

    [On
      file
      with the Trust Administrator]

     

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      F-2

     

    


     

    FORM
      OF
      PERFORMANCE CERTIFICATION

     

    (Trust
      Administrator/Indenture Trustee)

     

    [On
      file
      with the Trust Administrator]

     

     

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      G

     

    


     

    FORM
      OF


    SERVICING
      CRITERIA TO BE ADDRESSED IN 

    ASSESSMENT
      OF COMPLIANCE STATEMENT

     

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

     

    
      	
              Servicing
                Criteria 

            	
              Applicable
                Servicing Criteria

            
	
              Reference

            	
              Criteria

            	
               

            
	
               

            	
              General
                Servicing Considerations

            	
               

            
	
              1122(d)(1)(i)

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

            	 
	
              1122(d)(1)(ii)

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

            	 
	
              1122(d)(1)(iii)

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

            	 
	
              1122(d)(1)(iv)

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

            	 
	
               

            	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

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

            	 
	
              1122(d)(2)(ii)

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

            	 
	
              1122(d)(2)(iii)

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

            	 
	
              1122(d)(2)(iv)

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

            	 
	
              1122(d)(2)(v)

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

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

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

            	 
	
               

            	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

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

            	 
	
              1122(d)(3)(ii)

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

            	 
	
              1122(d)(3)(iii)

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

            	 
	
              1122(d)(3)(iv)

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

            	 
	
               

            	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

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

            	 
	
              1122(d)(4)(ii)

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

            	 
	
              1122(d)(4)(iii)

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

            	 
	
              1122(d)(4)(iv)

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

            	 
	
              1122(d)(4)(v)

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

            	 
	
              1122(d)(4)(vi)

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

            	 
	
              1122(d)(4)(vii)

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

            	 
	
              1122(d)(4)(viii)

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

            	 
	
              1122(d)(4)(ix)

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

            	 
	
              1122(d)(4)(x)

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

            	 
	
              1122(d)(4)(xi)

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

            	 
	
              1122(d)(4)(xii)

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

            	 
	
              1122(d)(4)(xiii)

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

            	 
	
              1122(d)(4)(xiv)

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

            	 
	
              1122(d)(4)(xv)

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

            	 
	
               

            	
               

            	
               

            


    

    


     

    [NAME
      OF
      SERVICER] [NAME OF TRUST ADMINISTRATOR] [NAME OF INDENTURE TRUSTEE]

     

    Date: _________________________

    


    By:
      ________________________________

    Name:
      

    Title:
      

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      H

     

    Item
      1119
      Parties

     

    MORTGAGE
      BACKED NOTES,

     

    Series
      200_-__

     

                                        [Date]

    


    
      	
              Party

            	
              Contact
                Information

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      I

     

    


     

    [FORM
      OF]
      [CLASS AF-5B] INSURANCE POLICY

    


    [On
      file
      with
      [              ].]


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      J

     

    


     

    [FORM
      OF]
      SUBSEQUENT TRANSFER AGREEMENT

    


    [On
      file
      with the
      [             ].]


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      K

     

    


     

    [FORM
      OF]
      SARBANES-OXLEY CERTIFICATION

    (Replacement
      of Servicer)

    


    [On
      file
      with the
      [            ].]


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    SCHEDULE
      A

     

    MORTGAGE
      LOAN SCHEDULE

     

    [On
      file
      with the
      [                 ].]